An Icy Hand
by kirby1196
Summary: The day had arrived. Professor Belle was finally about to realize her dream of becoming a full-time scientist for Oscorp. It was everything she wanted...right? (This takes place during Season 1 of the show.) Rated T for some violence and gradual Otto X Oc (Spectacular Cover done by the awesome Psychia98! You rock man!)
1. Setting the Stage

**Chapter 1**

"It's not easy being a scientist.

"There are many students who only walk down the path of test tubes and research for the money, thinking that if they have a wide vocabulary and a few smarts then they would succeed. However, being a scientist and being scientific are very different.

"While some do it for the currency and others fame, true Scientists strive to make the world a better place, and provide the human population a better way to live."

A bell rings in the distance, as a woman turns away from her chalkboard to a small class in a large gymnasium. "That will be all for today. I will see you all in two days; if, you are what you claim."

The students get up to leave, while the woman walks from her chalkboard to a desk a few feet away. A few strains of her black hair appear in front of her blue eyes, as she pushes them back and readjusts her glasses. She picks up a newspaper that has been cleanly laid on her desk, when the sound of a door opening takes her attention.

"Hey Professor Belle! Long time no see!"

The female, now named Professor Belle, looks up to her door as she smiles, setting the newspaper down.

"Well if it isn't Edward Brock," Professor Belle hums, getting up to greet the man. "I see you still have your up-beat attitude."

Eddie makes his way over to the Professor, gladly taking her hand to shake. "I see that you quit your job as a biology teacher for high school."

"Now Edward, you know that I quit Metro 4 years ago." Professor Belle hummed, as she sat back down back down in her seat.

"You're still my favorite science teacher though." Eddie smiled, grabbing a seat of his own as the professor giggled. "You're the one I owe for allowing me to see the wonder of science."

"Oh, It wasn't all me." Professor Belle said with a wave of her hand. "Now, what do I owe the pleasure of seeing my old freshman student?"

"I heard you were teaching here after I got accepted, so I decided to pop in." Eddie waved his hand.

With a quick shuffle of some papers, the professor gave a small smile, "Well isn't our world so small. I get the pleasure of seeing you then on the same campus once more."

Eddie noticed the newspaper sitting on Professor Belle's desk, frowning. "I see Peter is still making the front page."

"Peter? Oh, you mean the young boy you grew up with, correct?" Belle inquired, as she looked to the picture that had his name underneath. In it was Spider-Man fighting some petty thieves.

"Yeah, that one. We had a fall-out a few days ago."

"But I thought you and Peter were inseparable." The Professor said with a sincere tone of sadness. Eddie just looked away.

"I'll probably get over it in awhile; I just can't talk to him at this second."

"Understandable."

Professor Belle then looked to her watch before looking back at Eddie. "As much as I would love to stay and catch up with you Edward, my last class ended a few minutes ago and I would like to work more on my research."

"Still working on that project?" Eddie asked, getting up as him and Professor Belle left the building together.

Professor Belle smiled. "Indeed I am, and it's come a long way from what I showed you 5 years ago."

"Have you pitched it to any companies yet?"

"Actually," Professor Belle hummed, her smile turning into a small, excited one. "I did show it off to Oscorp a couple of months ago."

"Oscorp? The same company that stole Doctor Toomes flying tech?" Eddie asked with concern.

"Well, in Hindsight it probably was a stupid idea for me to show it off there," Professor Belle admitted, clutching her books a little tighter in shame, before regaining her composure. "But I tell you Edward, it looks promising. I could get one step closer to helping man-kind through them."

"Or they could rip you off." Eddie growled. "You should have shown it to Doctor Connors. At least then he wouldn't try to copy you."

"I could have, perhaps next time if Oscorp doesn't like my idea."

Before Professor Belle knew it, her and Eddie were standing beside her car.

The professor turned to her old student, "Well Edward, I will see you another time. Please drop in from time to time, I enjoy your company."

"Will do Professor Belle. Have a good day!"

A small wave and a smile, Professor Belle watched as Eddie walked off. She shook her head, entering her car as she started it up.

Traffic was long and brutal that night, but eventually she had parked her car and started up the stairs in the apartment complex she lived in. The professor walked nearly three flights before finally getting to her door, seeing some letters crammed into her tiny mail slot. She wiggled them out before unlocking her door and going inside.

Flipping on the light switch, Professor Belle put her books and things down on her coffee table as she relaxed on her couch.

She took out the envelopes, looking through each one as she frowned at the bills. 'Taxes are too high this year' she hummed, before stopping on one particular letter.

From Oscorp.

Immediately a letter opener was in her hands, cutting through the sealed paper as she took out the letter and opened it as fast as she could. She skimmed the typed letters, her eyes widening with each line, until she got to the signature at the bottom.

They were interested, and wanted to hire her on as one of their scientists.

"Yes! Oh my goodness Yes!" The professor screamed, pulling out her cell phone in pure glee. She went through several contacts before finally finding the one she wanted, allowing the rings to fill her ears until she heard a groggy, "Hello?"

"Penelope!" She yelled into the phone.

"Hey Caroline!" Penelope replied back, her voice sounding more awake. "It's been awhile since you contacted me. What's up?"

"A lot," Caroline squeaked into the phone. "Remember that project I told you I was working on?"

"Sort of, what about it?" Penelope asked, "You sound too cherry to say someone stole it."

"The complete opposite! I showed it to Oscorp, and they wrote back saying they want to hire me! I'm going to be working in an actual lab to progress mankind!"

There was silence for a few seconds over the phone before Penelope spoke again. "You said Oscorp right?"

Caroline grew concerned, "Yeah, why? Aren't you happy?"

"I'm ecstatic that someone likes your idea sis. It's just… well, I don't think you should work for Oscorp."

The sentence immediately struck an angry frown on Caroline's face, "What do you mean? You're not going to rob the place, are you?"

"Jeez Caroline, no. I wouldn't even dream of it right now." Came a bitter voice.

"Is it because of Doctor Toomes then? I'm not going to end up like him."

"Will you let me talk? It's not just because of him Caroline. I get around, and I know that some freaky stuff is going to be happening there soon and I don't want you involved."

"So you are going to rob the place!" Caroline almost shouted in an upset tone. "I thought you had given up your life of crime!"

"I'm not some petty thief anymore Caroline, and I'm not robbing the place! Can't I give you some warnings without you thinking I'm going to hold someone ransom?!"

"No! Because you always did!"

"That was a decade ago!" Caroline could hear a loud and upset sigh coming from her sister, "Look, Caroline. I don't want to see you get hurt. You're all that I have, and I won't let it be lost to…"

"To what." Caroline asked flatly.

"…I can't say." Came a defeated and sad voice.

"You never can." Was the last thing Caroline said to her sister before ending the call.

She put the phone down, as she could feels tears coming down her face. Fights, that's all she and her sister did now whenever they talked. They fought, and it always ended with one of them pissed.

Caroline looked to the letter again, skimming over it. She knew Penelope was trying to help, but Caroline couldn't pass up the offer. Someone recognized her attempts to help the human race, and she wasn't going to back down, Criminals or no Criminals. What could possibly go wrong?

* * *

"A new Scientist, Mr. Osborn?" A meekly Dr. Octavius asked, his employer with his back turned to the scientist.

"You heard me Otto," Mr. Osborn flatly said, not even glancing at his employee.

"But, why do you need another?" The Doctor asked, as if fearing for his job.

"And you call yourself smart," Mr. Osborn muttered, turning his full attention to the short man. "Ms. Belle claimed 2 months ago to be on the verge of creating a serum that, when injected into the bloodstream of a human being, will allow them to be impervious to the harshest of temperature drops."

"U-usually I sit in on all of the applicants." Dr. Octavius said surprised.

"I didn't need you there to know that it was a failure of an idea." Mr. Osborn glared, "However, now that certain things have arisen, her serums might just be useful after all."

Dr. Octavius thought for a moment on what his boss could mean, before his face became grave. "What about, um, after the experiments are done?"

Mr. Osborn turned his back to the doctor, "Do I even need to say? Just be a good Doctor 'Octopus', and make sure our newest employee finds it that they prefer to work for Oscorp."

Mr. Osborn then left Otto's lab, as he shook his head in fright.

* * *

**So I've had this story sitting in my file since last December, and I wanted to see if there was anyone out there who might like this. If this gets more views, I'll put up more chapters! Until then, this is just an experimental run. **


	2. Introductions

**Chapter 2**

Today was the day.

Caroline had turned in her notice after she had gotten the letter, which took two weeks to process. Until then she still taught her class until she was officially notified of her release.

Caroline was a tad sad to see her comfy Professor title go away, but now she could finally use that PH.D in bio-medics she had trained so hard for all those years ago in college. Still, she would have to make it up somehow to Eddie, since he was devastated to know that she was leaving so early.

After notifying the University of her Resignation, Caroline replied back to Oscorp immediately. They came back about the same time she was released from her old job, and soon it was time to go in for her first day of work as a scientist for Oscorp.

She didn't get much sleep that night.

After brushing her teeth, eating breakfast, getting all of her notes and folders compiled together, trying on ten different outfits and brushing her hair, Caroline hurried out of her apartment and to her car.

The address was sent in the letter, but by then Caroline had driven by the place too many times to count before she was even let go from her last job. Finding the place wasn't hard.

'Okay Caroline, this is it,' she told herself, as her neck strained to look up to the enormous building. 'You're finally living your dream. Don't let your employer down.'

She put a hand on the door, then immediately took it away in sheer nervousness. She checked her tied up hair and glasses again, making sure her white lab coat was fresh and clean before trying again. And failing.

'I'm so not ready for this!' Caroline screamed in her head.

* * *

'I am not ready for this!' Dr. Octavius yelled in his subconscious. He walked down the halls of Oscorp, carrying a handkerchief as he wiped some sweat off of his brow.

'Mr. Osborn left me in charge of carrying for the new employee, yet I find myself unable to stop this shaking! What if they are better than me? What if they fail and I get fired for their mistakes? Why must I be so weak…'

Dr. Octavius stopped himself, almost startled by his reflection on the glass walls. Taking a few deep breaths, he steadied himself again before making his way to the first floor.

Mr. Osborn was already waiting with someone else when he arrived.

* * *

After standing outside of the building for twenty minutes and getting a lot of concerned stares, Caroline finally managed to push herself through the doors of Oscorp and into the facility. Immediately she was taken aback by the décor of the place.

It was a huge front area with a wide space and a tall ceiling. Upper floors could be seen squaring around the corners before vanishing behind thick walls. Escalators close to forty feet away were there to take you to the next floor, as there were five desk greeters formed in a U shape. Security was almost the main make-up of the civilians she could see, and workers of all different careers walked in and out of those doors.

"What a place." Was all Caroline could whisper.

"Yes, it is a beauty, isn't it?"

Caroline gasped at the sudden voice, turning her frame to the source. It was none other than the founder himself, Mr. Osborn, standing not even five feet away.

He smiled. "You must be Ms. Caroline Belle. I assume you already know who I am."

"M-M-Mr. Osborn." Caroline gasped, almost dropping her briefcase. "Thank you so much for this job offer! You won't regret hiring me, I promise!"

"Yes, Yes." Mr. Osborn waved off, almost appalled by Caroline's voice. "I know you'll create great things for Oscorp. However, I only came down to see to it that you were welcomed generously."

Mr. Osborn looked behind him, as Caroline tried to follow his gaze. Someone was coming towards them. "He will be your Superior for now."

Dr. Octavius stopped beside Mr. Osborn, as the two got a good look of each other. While Caroline wasn't shocked her Superior was going to be a man, he almost looked surprised that she was a woman.

"Ms. Belle, this is Doctor Otto Octavius, my top scientist." Mr. Osborn hummed.

The next few lines were something Mr. Osborn wasn't expecting, since it came from both of them at the same time. "Um, Hello! I mean uh, nice morning. Uh! I mean- Good Morning! Oh..."

The two looked away from each other, embarrassed by their first introduction. Mr. Osborn rolled his eyes from there incompetence, not wanting to be in their presence a second longer. "Now that you've been introduced, it's time to get back to work and for Ms. Belle to start as well. See to it that she gets to know the place, Dr. Octavius."

"Yes, Mr. Osborn." Dr. Octavius complied, as the two watched their boss swiftly walk away and vanish into the crowd.

There was a moment of silence for both of them, until Dr. Octavius turned to Caroline. "So, uh, shall we begin the tour?"

"S-Sure!" Caroline agreed with too fast of a nod. Confused spectators just watched as the jittery couple went deeper into the building.

For the next several hours, Dr. Octavius led Caroline through the halls and up and down the elevator, pointing out some rooms and keeping most a secret. Caroline wondered what was behind most of the doors her Superior couldn't talk about, but then again it was probably personal stuff.

"…And finally this is my Lab." Dr. Octavius proclaimed as the two walked through a door. Caroline couldn't get over how massive these rooms were.

"Are all the labs here this big?" Caroline said, amazed by the sheer vastness. She was giddy with excitement by all of the advanced technology in the room.

"Not usually. Mine is just bigger because I have larger research projects than most of my other associates."

"Oh." Caroline found herself muttering, before immediately stuttering. "N-Not that that's a bad thing! I'm sure any room Mr. Osborn gives me will be great!"

Dr. Octavius looked to Caroline with confused concern, as she just sighed. She put her arms on a guardrail in front of her, resting her head. "I'm sorry for being odd. I'm just so excited, you know?

"All my life I wanted to be a scientist, to do great things for the world. None of the corporations I presented for wanted me though, so I became a Professor in hopes that someone else could change the world through my teachings."

Dr. Octavius wasn't expecting the life speech from the new employee, but decided to lean on the guardrail next to her and listen to her go on. "I almost thought Oscorp didn't want me after not hearing from them for such a long time."

Caroline frowned, but then gave a half-smile to the Doctor. "I almost gave up hope. But then I got accepted, and here I am now.

"I could get a cardboard box for a lab and monopoly money for a paycheck and I wouldn't care. At least I'd be doing something in the world."

Caroline rested her head in her arms, looking into the lab. It was then when she realized what she had said and her body scrunched up in embarrassment.

"I used to feel like that."

She looked his way, a bit surprised that he would relate. "That no one appreciated my hard work. I've spent years on research and ideas that to this day sit on shelves collecting dust. Sure, Oscorp is not a perfect company, but at least I get funded to make my ideas breathe life."

He smiled to Caroline. "I'm sure you'll do great things here too."

Caroline found a small smile spread across her lips. "Thank you, Dr. Octavius."

The Doctor was a bit surprised by the compliment, as he just gave a happy smile back. "Oh, well, you're welcome Ms. Belle!"

Dr. Octavius straightened his back, as he gestured a hand to Caroline. "Would you like to see your room now, Ms. Belle?"

He led Caroline down the hall until they stopped at a door three rooms away from Dr. Octavius' lab. He took out a key card, opening the door as Caroline could only gasp at the size of her room.

It wasn't as big as Dr. Octavius' room, but it was about half the size of a school cafeteria.

"This is mine?" Caroline almost breathed, going down the small stairs to solid ground.

"For the time being," Dr. Octavius hummed, tapping his fingers on the metal guardrail. "If you get promoted though, you'll move into a bigger facility."

"I can't believe this is happening." Caroline muttered to herself, feeling one of the walls.

Dr. Octavius watched Caroline move from place to place in the room, almost looking as if she didn't believe this was real. He couldn't help but smile at her amazement, since he remembered his first time entering his own lab too.

His smile quickly changed into a sorrowful frown, as Mr. Osborn's words came back into his head. They were going to use her, and he couldn't say a word about it.

"What do you think?"

Dr. Octavius was quickly shaken from his thoughts, as Caroline starred at him blankly from down in her room.

"Oh, uh, my apologizes. What were you saying again?" Dr. Octavius asked.

Caroline looked to and from the doctor. "I was asking where you think the lab tables should go."

Dr. Octavius was about to respond, when he felt something vibrate in the pocket of his lab coat. He took out a device Caroline assumed was a cell phone, as he quickly glanced at it nervously.

"Oh dear." The good Doctor mumbled under his breath.

"What's wrong?" Caroline asked, walking back up the stairs.

"N-Nothing." Dr. Octavius said quickly, stashing the phone away back into his pocket. "I am needed elsewhere at the moment. But don't fret; I'll be here if you have any questions or concerns. Oh, and before I depart…"

The doctor felt his pockets, until he pulled out a slip of paper and a keycard, handing them to Caroline. "Here is your keycard to get in, and a check with your monthly budget to help fund your project. Don't go overspending it." He added with a small chuckle.

Caroline took one good look at the check, her eyes widening. "I get this much?"

"Around there, give or take a few hundred each month." Dr. Octavius hummed. "You are a Scientist now Ms. Belle, therefore you get the money to spend like one. Lab equipment and help these days isn't cheap you know."

Dr. Octavius felt his phone vibrate again, as he started to hurry towards the door. "I really must be taking my leave. If you have any questions, you know where to find me."

"W-wait!" Caroline called out. "I don't know a thing about-"

But she was too late and the door was closed, leaving her alone. "…What to do now…"

Caroline sighed, turning her attention towards the huge, empty room. So much space, so much work that could get done. That is, when she got her stuff in her new work area. Her work!

Without a moment to spare, Caroline rushed back to her place, compiling everything she had about her research and her equipment into her tiny car before speeding back over to Oscorp.

Taking all her things up the elevator wasn't too hard, since she did get some help from some of the men working there. After thanking the moving men and putting her stuff down, Caroline then set off to organize her space and set things up.

She found a closet at the end of the hall where they kept Tables and a dry-erase board, which she took. She assumed that it was useable for those who worked there, which now included her.

After a couple of hours and with the windows in her room starting to show the setting sun, Caroline stepped back to review her décor skills. She had so far set up 5 black-table tops around the room, some holding little bits and pieces of her equipment, as the board was half across the room. It made the room feel a bit more occupied, but barely anything compared to the space she could still fill.

'What do I do now?' Caroline pondered to herself, 'I've always wanted to be a Scientist, but now working as one, I don't know where to begin! Do I just start working? Or is that tomorrow? Oh, I should have looked up how this works last night!'

"Ms. Belle?"

Caroline quickly turned to the voice as an equally startled Dr. Octavius stood on the metal panels that lead out of her room.

"O-oh, it's you." Caroline sighed in relief, brushing a few strands of loose hair back behind her ear. "Can I help you?"

"Actually," Dr. Octavius muttered, speaking up. "I came in here to see if you needed any assistance."

"I… really don't know." Caroline addressed, looking around. "I sort of don't know what to do now…"

She watched the Doctor come down the stairs, hearing the clinking of metal steps underneath each step he took. "Well, that can be a challenge for new scientists. All Mr. Osborn expects out of you, at this time, is for you to finish that Serum you told him about 4 months ago."

"That's it?" Caroline inquired, a bit confused.

Dr. Octavius took off his glasses, wiping them clean on a small cloth he took out. "At the time, yes. Should anything else come into your mind though that seems doable, and should Mr. Osborn allow you to proceed, then you can construct other projects that you see will help benefit Oscorp."

"I thought there was more I had to do." Caroline admitted; her eyes on the Doctor.

"Don't qualify this as easy, Ms. Belle. Proclaiming the things you can do, and living up to seeing it through are two different things." Dr. Octavius said, shaking a finger in the air to no one in particular.

"I know." Caroline said a bit ashamed.

It was at this time that Dr. Octavius took in his surroundings. "You don't really have much in the way of equipment, do you?"

"Not really." Caroline watched as Dr. Octavius took a few steps around the room, examining her stuff and work.

"Not to worry, Oscorp nearly funds all of the best equipment they can get a hold of. However," Dr. Octavius hummed, checking the room. "Getting some test subjects might be in order."

"I get to acquire my own test subjects?" Caroline asked. To be honest, she just assumed they gave her whatever they had at the moment.

"You can have your own, but Oscorp won't fund it." Dr. Octavius then turned to Caroline. "You really are new to this professional area, aren't you."

"Yeah." Caroline said embarrassed, feeling her cheeks starting to blush. "I don't even know where to get test animals, besides a pet store."

Dr. Octavius looked to Caroline, considering his options before finally speaking. "You know, I do know of another scientist in the vicinity that has some lab animals he could spare. We could take a trip there if you need to."

"Really? Right now?" Caroline asked. "Shouldn't I be working?"

"I'm sure Mr. Osborn wouldn't mind a little field trip. After all, it is to further your research." Dr. Octavius said. What he didn't say was what they were going to use her research for, but that was best unsaid, lest he face the wrath of his boss.

With her future looking brighter, Caroline couldn't help but beam. "All right then! Let's go!"

She then started for the door of her lab, completely forgetting Dr. Octavius in her thoughts, as the short man just thought about trying to catch up with her.


	3. Tension Builds

**Chapter 3**

"Thanks for doing this Dr. Octavius. This really means a lot to me."

"Why, don't mention it Ms. Belle. So long as it helps your projects, I am happy to oblige. After all, I do need to look after you."

Caroline smiled to the good Doctor, as he cautiously drove down the streets of Manhattan. However, caution was not a word the drivers of Manhattan knew well, since the two almost got hit several times.

Caroline assumed Dr. Octavius was going to take his car, but instead he went out to the back for an Oscorp truck. Then again, it would probably be wise to take the car with the most space and not cram animals into someone else's backseats.

"So where are we going?" Caroline asked, adjusting her hair tie in her passenger mirror.

"Just over to Empire State University's Science department." Dr. Octavius turned on his signal to turn left. "I drop by there from time to time if I am in the need of Reptiles, which isn't often now that I think about it."

"Really?" Caroline said surprised. "I used to work over there!"

"How ironic then." Dr. Octavius hummed.

The two were then faced with silence, as Caroline kept on the look-out this time for any cars that would try to run a red. Dr. Octavius drummed his fingers on the steering wheel, before managing to finally get out a sentence. "So, may I ask how far you are in your research?"

Caroline looked startled by the question, trying to search for words. "Oh, that. Well, uh, I did make progress at one point…"

Immediately Dr. Octavius looked as though he was about to be hit again. His hold on the wheel got tighter. "A-At one point?"

His tone caused Caroline to tighten up, completely unable to make eye contact with her Superior any longer. "W-Well, I was making good progress… until… my kitchen caught on fire…"

"O-oh…" Dr. Octavius stuttered. "So…"

"Yeah." Caroline finished. "I had to start all over. I lost most of my notes and work in that fire, as well as my dinner."

Silence.

Caroline intertwined her fingers together, looking to the nervous doctor as she squeaked. "Th-This doesn't mean I'm fired, does it?"

Dr. Octavius gave a nervous chuckle as if he was about to say, 'of course not!' That line never came though and he tried not to look at her with his grave eyes. "I-I'm sure Mr. Osborn will understand…Try not to think on that right now."

Caroline took a deep breath, trying to steady her unsettled mind. She heard the Doctor's good voice a moment later. "We're here."

The two doctors got out as Caroline starred up at the building. "I can't believe I'm here again so soon." By the time they had gotten into the building the sun had gone down.

The room was dark and cold, leaving a frightened feeling inside of Caroline. She consciously looked to the vast amount of cages that lined the room. The two then heard the clicking of heels and a voice coming their way. "I'm sorry, but no one is allowed in-"

Caroline and Dr. Octavius looked to the voice, as a red haired woman stood before them. She covered her mouth when she saw the two. "Dr. Octavius and Ms. Belle? What brings you here at this hour?"

"Good Evening Dr. Connors." Dr. Octavius fiddled with his fingers in the presence of the intimidating woman. "I was hoping that Ms. Belle could examine your husband's test subjects. Perhaps purchase a few?"

Mrs. Connors looked to Caroline with mischievous eyes. "Perhaps, if my husband is ok with it."

She walked over to the timid woman as the two shook hands. "It's good to see you again, Caroline."

"Likewise Martha." Caroline responded.

Martha took her hand back, as she gestured the same one towards the rest of the lab. "I know you've seen the lab already, but I can show you what we have in stock."

"Thank you." Caroline shyly said, as Dr. Octavius went over to Martha.

He whispered something in her ear, but Caroline only caught a small sentence from what Martha said in return. "…In his office. Don't be long though…"

Dr. Octavius nodded to Martha's statement, before looking to Caroline. "I'll be back in a few minutes."

He then left, as Caroline watched him go with curious eyes. She was about to ask what was going on, but a hand was placed on her shoulder. She turned to Martha. "Come now, I'll show you some of my husband's finest specimen."

A door creaked open to a closed off office, casting a large shadow of a man into the dimly lit room. Dr. Octavius poked his head in. "D-Dr. Connors?"

"In here."

The good doctor was frightened by the unknown voice, but quickly recognized it as he stepped inside and closed the door.

A man sat in an office chair several feet away, his arm on nearby table, as he held his head. The only light source in the room came from a small computer screen. Dr. Octavius approached cautiously.

"Dr. Connors, it's been awhile. How are you feeling?"

The man named Dr. Conners shook his head, not even looking to the doctor. "Terrible."

"I-I assumed." Dr. Octavius hummed, rocking his body a little with the heels of his feet. He wondered if he should bring up a certain subject.

"I…I saw the newspaper." He finally croaked, which didn't get the other Doctor's attention.

He didn't even speak, as Dr. Octavius continued. "I know it was you, Dr. Connors."

That got his attention. Dr. Conners looked to Dr. Octavius for the first time in their talk, his right sleeve dangling from his shoulder. "I guess it wasn't too hard to find out, huh."

"Fairly easy I might add." Dr. Octavius said, before seeing the disheartened state of his companion. "B-But only because you had told me about the injections." He quickly added.

"I see," Dr. Conners muttered, looking away. "If I had known the consequences, I would have never created the serums to begin with."

"Well, that's what happens when we use ourselves as test subjects." Dr. Octavius said, walking a bit closer to the man. "I just came in here to see how you were holding up."

"I'll be fine." Dr. Conners replied, turning his head away, "Someday."

Dr. Octavius twiddled his fingers, again wondering if the subject he was about to bring up would be the right time. "About the Lizard…"

Dr. Conners didn't look again; he just kept starring down into the ground. Dr. Octavius wouldn't let up though, catching a twinkle in his eye. "You must tell me, what was it like to be a reptile? The senses, the power, the-"

"Dr. Octavius, I appreciate the concern." Dr. Conners said in a low tone, turning his head to the man. His eyes were cold. "But I am not in the mood to be studied. If you're done here, then please leave me be."

Dr. Octavius brought his hands close to his body, his head lowering down. "O-Of Course. I'm sorry."

He dragged his feet back to the door, resting a hand on the doorknob. "Take care Curtis…"

The doctor did not reply, waiting simply until he heard the door close once more.

"So, working for Oscorp now?" Martha asked, as the two women briskly walked down the lab together.

"Yeah, first day." Caroline replied, feeling her cheeks turn red once more. "It's all so new and exciting. I don't think I'm making such a good impression though."

"I'm sure everyone gets nervous on their first day at a new job. I know Curtis was."

"How is he?" Caroline asked. "I haven't seen him in almost a month."

"He's doing ok." Martha turned her head away, not wanting Caroline to see her sad eyes. "He hasn't been himself lately, but he's getting better."

"Oh." Caroline glanced away as well. "I guess I would be too after what happened to Maxwell."

Martha listened to Caroline's mournful sigh, hearing her mutter. "If only I was in town when it happened. I could have helped…"

"It's not your fault." Martha put a reassuring hand on Caroline's shoulder. "Curtis already said he's going to find a cure for him."

Martha decided it was best to change subjects. "It's good to know that you're stepping up in the Science world though."

"Yeah."Caroline folded her arms, feeling fear grip her chest once more. "I'm afraid though. You know about the accident last year. I barely have anything compared to what I originally had. What if Mr. Osborn fires me?"

Martha was silent for a bit, seeing that the wrong word could send Caroline into a fit of tears. She chose her next words carefully. "Working for a big company can be scary, I know. We both have been through it together, but you have to be confident in yourself. Besides, you're in good hands.

"Curtis and I have known Dr. Octavius for a couple of years now, and he won't let you get fired that easily."

Martha bit her lip, looking away. "However, something about Otto has made me question his research many times. What I'm trying to get at is that you shouldn't be so worried about what will happen. Although, if you want my advice, I wouldn't look too much into Oscorp. Something about that place doesn't feel right."

"O-ok." Caroline nodded, remembering her sister's words at that moment. She had gotten two warnings now about Oscorp, was she missing something? It was then when both of the women heard a familiar voice. "Hey! Professor Belle!"

The two turned to the voice, as Eddie Brock walked their way. Caroline smiled, brushing some of her hair back. "Now Edward, I'm not a Professor anymore. I didn't know you worked here."

"He's been with us for almost two months." Martha added, as Eddie and Caroline shook hands once more.

"How has school been?"

"A Bummer," Eddie disappointingly replied, putting his hands in his pockets. "The new Professor they got to replace you barely does anything from what I hear. He just assigns bookwork and does nothing."

"Guess I was just that fun, wasn't I?" Caroline said with a smirk, as Eddie smiled. "It's really good to see you again."

He then frowned, seeing someone else walk over their way. "Who's that?"

Caroline glanced behind her shoulder, seeing that Dr. Octavius had come back. He looked a bit threatened to the way Eddie's tone was directed at him. "Edward, this is Dr. Otto Octavius from Oscorp. He's my Superior."

"It is very nice to meet you." Dr. Octavius said, holding out a hand to Eddie.

Eddie just looked at it with angry eyes. "Don't think I can say the same thing."

He pointed to Dr. Octavius with his index finger. "I know what your company did with Doctor Toomes; how you stole his life's work for your own greedy hands. Don't think I'm stupid enough to not know that you'll do the same with Ms. Belle."

"Eddie!" Martha said in surprised tone while Caroline put a hand to her mouth. Martha directed her authoritative eyes at the freshman. "Don't talk like that to Dr. Octavius."

The short man took his hand away in fright, looking very hurt. "B-But I didn't-"

"You can't cover up everything! Just know that if you do anything to hurt her, you will get what you deserve." Eddie threatened, his finger changing into a fist.

"That's enough." Martha warned, grabbing Eddie by the shoulders as he just shook her off. He left the building as soon as he had appeared.

"Edward…" Caroline whispered, her eyes full of shock. Her attention was quickly turned to the frightened Doctor. "I'm so sorry Dr. Octavius, I didn't know-"

"I-It's okay Ms. Belle," Dr. Octavius muttered, looking away. "I just didn't expect that…"

"Believe me Dr. Octavius, you will get an apology," Martha stated, putting a hand on a desk nearby. "It's getting late. You can come back tomorrow if you still want to take some of our reptiles. I'm sure Curtis will be ok with it."

"That might be a good idea," Caroline noted, noticing the check in her pocket. "I don't really have any money at the moment. But thank you for your time."

"You two are welcome back anytime." Martha said with a wink.

After escorting themselves out of the building, the two drove back to Oscorp in complete silence. By the time they had gotten back to the building, the moon was hanging high in the sky.

"I guess it's time to go home." Caroline stated, getting out of the truck.

Dr. Octavius just nodded, as Caroline pushed back a lock of her hair. "Um."

"Yes?" Dr. Octavius asked, turning his head to Caroline.

"Thank you so much for the day Dr. Octavius. I'll… see you tomorrow?" Caroline asked with a hint of hope in her tone.

He looked to Caroline, producing a small smile. "I believe so."

Dr. Octavius had never driven to this address before, or in the middle of the night. However Mr. Osborn was firm, and insisted that he went to check it out that day. The strange thing was, even when Dr. Octavius had told Mr. Osborn of Caroline's 'progress' he didn't seem that peeved. He even told him to continue with her, which was a shock to the Doctor.

'He must be in a good mood today,' Dr. Octavius mused over himself.

Driving down the ghettos was something Dr. Octavius never liked, or even wanted to be around, but eventually he found the place he was looking for, pulling up.

LTL Body shop.

Following the instructions, he drove over to the garage, which opened up for him. With a light touch to the gas pedal, he slid his car inside the place before the garage door behind him closed, frightening the Doctor. What was even worse was the sickening sound of pulleys being used, before the floor below him started to take his car down into a shaft.

"No need to fret Doc," Came a husky voice, as the floor came to a stop. There was a big, buff man waiting for him feet away. He smiled. "Welcome, Doctor Octavius."

"G-Good Evening." Dr. Octavius stuttered, trying to remember what his boss had told him. "You must be Mr. H."

"Very good." Mr. H hummed, before gesturing the Doctor out of his car. "Follow me, there's someone you need to meet.

"I assume you've been briefed on what you need to do, correct?" Mr. H asked, as Dr. Octavius nodded. "Y-you want me to do some, illegal, experiments down here."

"I wouldn't use the word illegal." Mr. H said slyly, showing Dr. Octavius his silver knuckles. "More like, unused."

"I-I see." Dr. Octavius murmured, almost quivering at the sight of the man.

They eventually came to a locked door, as Mr. H turned it open. "The Big Man assumed you might need some help setting up the lab, so he sent one of his Scientists to assist you."

The door creaked opened, as Dr. Octavius and Mr. H stepped in. Hunched over in the corner of the room was a figure with a wielding mask over its face, fusing some pipes together.

The figure stopped the flame when hearing the door open and stood up to turn to the men. The worker took off its wielding mask, revealing herself to be a woman. She was tall with charcoal skin and red eyes, hidden behind glasses. Her ember hair curled down her back, as she wore a white lab coat that was more intricate in design than Dr. Octavius'.

"Doctor, meet your new partner until the lab is finished." Mr. H hummed.

"P-Partner?" Dr. Octavius asked in a frightened voice, as the woman came over, holding out her hand with a cold stare.

"I'm Doctor Penelope Xavier; Big Man's top Scientist."

"O-Otto Octavius, Mr. Osborn's top Scientist." Dr. Octavius replied back, shaking the woman's hand.

"Dr. Xavier is known for her work in Steam Engineering," Mr. H added, putting a hand on Dr. Octavius' shoulder. "She'll be a great help in the week you have to build this place."

"A-a week?" Dr. Octavius asked in a shocked tone.

"Oh, and you'll need to come up with some projects for your new test subjects." Mr. H implied, his grip tightening on the poor Doctor's shoulder. "You wouldn't want to let down your boss and the Big Man, now would you?"

"N-not terribly." Dr. Octavius gulped, looking to the red-eyed scientist.

She handed him a wrench. "Let's get to work, 'partner'."

* * *

**Hello fellow writers/readers!**

**Sorry if the chapter titles might change here and there, I'm just seeing what sticks and what doesn't. Just a warning if you get confused on why one chapter might be called something different the next day!**


	4. Examination

**Chapter 4**

"You're doing it wrong."

"I'm just following what the blueprints show Dr. Xavier."

"Are you doubting me?"

"Not particularly, but-"

A frustrated Dr. Xavier stood next to Dr. Octavius, as several men were bringing things into the abandoned room and unpacking crates.

By now the two had been working together for almost 5 days after Mr. H introduced Dr. Xavier to Dr. Octavius. It wasn't working too well and with the extra stress of creating two new projects, Dr. Octavius hadn't been getting much sleep.

The Doctor held in his hands some blueprints for the room, as Dr. Xavier watched over them from his shoulder like a hawk.

"See?" She pointed out to a corner of the room, "The pipes should be laid 50 degrees above the panels. You're putting them at 47."

"I did the calculations earlier this morning." Dr. Octavius replied, almost having a heart attack as one of the men got close to dropping one of the FRAGILE boxes. "All of the numbers came to 47 degrees."

"I've been doing this a lot longer than you though." Dr. Xavier hissed, almost grabbing the blueprints out of the poor doctor's hands. "I know just by looking at the angles how much they should be, and I know it's 50 degrees."

"But," Dr. Octavius started, when his pocket vibrated. He almost sighed in relief, reading the message Caroline had sent him.

FIRST TEST TRIAL. NEED HELP.

"Who are you talking to?" Dr. Xavier growled, reaching for the phone.

Dr. Octavius pulled away. "Just another scientist at Oscorp. My apologizes, but I must be going to give assistance."

"It better be quick. The Big Man won't like to hear that you're shirking your duties." Dr. Xavier warned, folding her arms as the doctor reached for the door.

"S-Sorry." Was all Dr. Octavius squeaked out before leaving.

Dr. Xavier took a deep breath, before noticing two men starting to move some pipes. "Hey, hey hey! Not at that angle! 50 degrees!"

* * *

After almost being hit off of the road by a semi and getting close to falling asleep at the wheel several times, Dr. Octavius finally made it back to Oscorp in one piece. He quickly parked his small car, heading up into the upper floors before approaching a specific door; Doctor Belle's Laboratory.

He slid his keycard in, walking inside as Caroline was down on the ground level with her back turned to the entrance.

By this time Caroline had already picked up several different types of lizards which she had set up next to one wall, while bigger, better lab equipment was set aside in different places. 3 moveable dry erase boards littered the room with their own confusing notes on them, while dozens of test tubes sat upon tables filled with multi-colored liquids.

Caroline turned to the noise of her door being opened, wearing protective goggles and rubber gloves. The one thing that stuck out to Dr. Octavius was a silver necklace she wore over her neck, embedded with a ruby. "Good Evening Dr. Octavius."

"Good Evening Dr. Belle." Dr. Octavius said in a casual tone, walking down and over to where Caroline stood.

"I've been playing around with a few coolants and elements," Caroline stated, pouring two liquids together into one beaker, as she stirred it lightly. "But if my calculations are correct, then this should genetically alter the bloodstream to give off the warmth it needs to survive in sub-zero degrees."

Dr. Octavius looked to the dry-erase boards around the room, examining the numbers. He was only half-listening as he nodded. "Uh-huh."

Caroline grabbed one of the cages with a gecko in it, setting it down on an empty black table, as she started to pour the substance into a small, thin cup.

Walking over to a small cabinet, Caroline then brought out a long, sliver of a needle, filling up the inside with the liquid from the small cup. She then approached the cage, gingerly grabbing the gecko in her hands as she brought the needle up. "This shouldn't hurt too much."

She almost squealed in delight to finally be testing, when a sharp voice scared her silly. "W-wait! Stop!"

Dr. Octavius rushed forward, practically knocking Caroline over, as the needle smashed onto the floor. The gecko flew out of Caroline's hands and onto the nearby wall, before it proceeded to scurry up in fright.

"D-Dr. Octavius!" Caroline said bewildered. "What has gotten into you?! You ruined my first test trial!"

"Ruined?" The Doctor asked, getting up and facing Caroline. "I just saved your test subject! Your ratio of coolant to carbon dioxide is beyond reality!"

"I just did the math myself, so I think I would know…" Caroline's tone of anger trailed off into shock, with Dr. Octavius turning to where her eyes gazed. The area where the liquid had spilled was now starting to sink into the ground with horrible hissing sounds, eating away at the very floor.

"Oh dear…" Caroline gasped, turning to Dr. Octavius. He just looked to her, surprised as well.

Caroline's eyes fell to the floor, her voice wavering and small. "I-I'm sorry…"

"It's alright Dr. Belle," Dr. Octavius said, wiping down his glasses. "I understand completely, though I would advise to double check your ratios next time."

"Y-yeah…" Caroline stuttered, turning back to the horrible mess.

Her eyes then darted around the room, before she gasped, pointing a finger high to one of the walls. "My Gecko!"

The brightly colored reptile clung to the wall, as Caroline looked for a chair. "How am I going to get it down?"

As Caroline found and grabbed a chair, Dr. Octavius suddenly came up with an idea, as he rushed out of the room. Caroline didn't notice he was gone, trying desperately to catch the gecko when her mind raced with a dangerous idea. She grabbed two more chairs.

She climbed up on all three, reaching as far as she could, her fingers close to snatching the creature. She jumped and felt the reptile's scales in her hand. "Gotcha!"

But she didn't feel the chair beneath her feet.

Caroline screamed, starting her plummet to the floor when something immediately caught her. "D-Dr. Belle! Are you alright?" Came the Doctor's familiar voice.

"Dr. Octavius?" Caroline asked, looking around as whatever caught her brought her to the ground. It released her, retracting as she gasped.

It was a giant mechanical arm with three sharp claws at the end.

The arm retracted some more, going back to the source where Caroline noticed that the source was Dr. Octavius. He was wearing a big harness now over his stomach, while three more mechanical arms waited behind the doctor.

"Wh-what are those…" Caroline whispered, almost afraid to be near the doctor.

Dr. Octavius immediately noticed Caroline's fright. "These are just something I created long ago. They're enhanced mechanical arms, able to help multitask, and take hold of things a normal human cannot grasp.

"Please don't be afraid Dr. Belle, they are powered by my thoughts thanks to a chip that taps into my spinal cord. They won't do anything unless I will it."

One of the arms snaked its way over to Caroline, who only squeaked in fright and backed away. She brought herself back to reality though, getting a close examination of the piece of technology.

"Don't be afraid to touch it, the arm can't bite you." Dr. Octavius chuckled. Caroline gave a nervous chuckle before finally laying a shaky hand on the cool metal.

"Unbelievable," Caroline breathed, really looking at the claw. "This is amazing Dr. Octavius! Do you know how much this could help future scientists? Safety would be a thing of the past!"

"Yes well, it would very much help human kind, wouldn't it? However, they are very hard to recreate, so I only have this pair."

"I see," Caroline mused, before remembering the gecko in her hand. She quickly placed the specimen in its cage, looking to the small creature.

"Just think, if I had given that serum to that gecko, it probably wouldn't be here." Caroline hypothesized with a scared tone.

"Most likely," Dr. Octavius agreed, as his eyes caught a certain twinkle. "However, the results will never be known now. That reptile's DNA, just what could it have done?"

"I'm… trying not to think on it." Caroline admitted before turning to the doctor, who lost the spark in his eye.

She sighed once more. "Still, in times like these, I wonder if Penelope would have done the same thing."

"Penelope? May I ask who that is?" Dr. Octavius inquired, wondering if they were talking about the same Penelope that worked for The Big Man.

Caroline gave a breathy chuckle, allowing her body to get enclosed in itself, "Sh-She's my twin sister, but I haven't seen her in almost 14 years."

"O-Oh dear. I'm terribly sorry for asking." Dr. Octavius admitted.

Caroline shook her head. "It-it's ok. It just hurts is all to bring back up such memories."

"May I ask though, why haven't you seen her in such a long time?"

Caroline looked to Dr. Octavius, as she knew he was just being curious. "I guess I can tell you the story."

Before both of them knew it, the two were sitting in chairs across from each other, as Caroline pulled out a small picture from her wallet. She looked at it with nostalgic, warm eyes.

"Things weren't always so bad when we were little. Our family lived in Alaska back when we were young." She gave a small chuckle, "Those were the days. Penelope could never say my name right when we played together, always calling me 'Coraline'. So I decided to call her 'Blaze' for her eyes. Those were such fun times."

Dr. Octavius couldn't help but chuckle lightly at the nicknames. Coraline? Blaze? Ah the days of youth. Still, he listened on.

"However, after we lost our father to a machine accident at his work place, our mother moved us here to New York for a fresh start. Penelope could never forgive our mother for leaving everything behind, including our dad."

Caroline's face slowly changed from bitter-sweet happy to a sorrowful disgust. "She started to hang out with the wrong crowd, got into trouble at school. Our mother wasn't happy at all; the yells would go on every day, every night. And then… she left. Ran away from home she did at the age 16.

"I didn't know how to contact her back then until I attended college. She came back into my life, needing a place to stay. She was my sister, I couldn't say no, but the stuff she brought back with her I'll never forget. Last I remember she was in this petty gang of thieves." Caroline shook her head, tears starting to form in her eyes. "The scars she would come back with if she did a bad job…"

"Dr. Belle, please, you don't have to continue if you don't feel like it." Dr. Octavius stated, knowing full well that he would never be able to feel how she felt.

She sniffled, shaking her head. "She always made sure I wasn't involved, wasn't going to be where they struck. I was tired of the constant fighting we had and so I finally kicked her out of my place. I haven't seen her since…"

Caroline then felt the softness of a tissue lightly touching her cheek, almost gasping in fright that one of the arms had brought it and was so close to her. She took the tissue lightly, as the arm retracted to the doctor holding a box of tissues. He lightly pulled on another, "Do you need another?"

She wiped her eyes clean, giggling a bit to his sincerity. "N-No, that's ok."

She then held out the picture, feeling one of the arms lightly grab it and bring it back to its master. "Here's what she looked like though, back when things were good."

Dr. Octavius looked at the worn and torn picture, seeing two young girls out in a park, innocent to the world. They wore big, thick framed glasses with matching outfits, but Dr. Octavius was almost sure the girl next to Caroline was Penelope, the one he had been putting up with for so long.

"I still wonder what Penelope is up to these days," Caroline asked to no one as Dr. Octavius came out of his thoughts. "Probably still a petty thief I'm sure. I don't know what I'd do if I saw her now."

"Yes, well," Dr. Octavius hummed, considering bringing up the doctor he had been working with. "…I'm sure you'll see her again."

"Yeah." Caroline replied, smiling to the doctor. It was then she realized just how tired the doctor looked.

"Dr. Octavius, how long have you been up?"

* * *

"You really don't need to do this Dr. Belle."

"Please, it's the least I can do for you saving my gecko and listening to me ramble on."

"…Excuse me, miss? There's a line and…"

"O-oh, sorry."

The two doctors looked to one another before looking up to a menu. After hearing that Dr. Octavius had been almost up for 2 days straight, Caroline decided to take the two of them to a Coffee shop to end the work day.

The place was brightly lit and filled with people, as the two picked a spot that looked out into the streets.

Dr. Octavius sighed a bit, looking to his cup and then Caroline with a bit of annoyance. "Did you have to say for my drink to be decaf? I don't have time to sleep."

"You know as well as any other smart man that sleep is the key to rejuvenation. If you don't let your body rest, then it'll start breaking down and that wouldn't be good for your work." Caroline retorted, getting a little angry herself. "Just what is Mr. Osborn making you do that takes away from a good night's rest?"

"…Special Projects," Dr. Octavius finally answered, taking a sip of his hot beverage. "I can't really divulge."

"Top secret huh." Caroline muttered, looking out to the almost empty streets. It was then she decided to change the subject, since Dr. Octavius wasn't going to say what their boss was making him do. "Manhattan is very beautiful this time of night, isn't it?"

"Yeah." Dr. Octavius hummed, looking to Caroline with almost sweet eyes.

"Thank you again for the coffee."

"Oh, no problem."

The two took a sip of their drinks again, when the building shook violently out of nowhere. A wall to the right of them blasted open, sending people falling from the blast with Dr. Octavius and Caroline included.

Dr. Octavius slowly got to his knees, looking over to Caroline as both of their coffees were all over her. She tried not screaming in pain, before they heard some loud voices.

"Ratta you idiot! You read the schematics wrong! This isn't the abandoned warehouse next to the bank; this is the populated, open Coffee shop!"

"Hey, you try reading this thing when you have seconds to spare!"

"Gladly! You little-"

"Ok you two, that's enough! We're already seen, might as well get to looting!"

From the smoke and rubble came three tall figures, all locked and loaded with T94 semi-automatic pistols. People shrieked and started heading for the door, when one of them shot at the wall above it, silencing and stopping the civilians.

"Nobody move! This is an unintentional stick-up!"

Dr. Octavius helped Caroline to her knees, who shook and stuttered due to her new nasty burns.

"Dr. Belle, please hold on." Dr. Octavius whispered to her, when one of the figures came up to them.

"Hey! Money in the bag, now!"

Dr. Octavius looked up to the mugger, whose red eyes and fiery red hair made it almost too easy for the Doctor to know who this was.

Her hair was arranged in a ponytail underneath her black fedora, as she wore a pin-striped suit with dress shoes. The thing that struck him odd though was that she wore brass gauntlets, adorned with several dials and steam curling off of the ends.

The other two muggers were young men in practically the same attire, when he felt the woman grab him by the shirt. "Day dreaming doctor? I'll re-alliterate. Money, now!"

She then threw him down onto the floor, before noticing Caroline next to him. Caroline didn't seem in the moment as she sobbed on the ground. The mugger noticed her necklace.

There was silence for a second, until one of the other muggers came over. "Look at all the loot we got from over their Matches!"

He noticed the necklace, as Caroline looked up to her nightmares. "Hey, that's a sweet necklace. The Big Man could sell that for a nice price."

Caroline looked frantically to the both of them, clutching the necklace tightly. "N-No, please! My sister gave me this, it's the only thing I have of her!"

"You heard the man." Matches replied, glaring at Caroline. "Give him the necklace."

When Caroline didn't comply, Matches snatched at the necklace, trying to take it off of her. Caroline struggled, screaming. "No! Stop!"

"Let her go!"

The mugger looked to the right, only for Dr. Octavius to smash him into the wall next to them. Matches by then had yanked the necklace off, breaking it in doing so, but still stuffing it into her pocket before turning and smashing her fist into the doctor's stomach.

He reeled over, falling to the ground. Caroline sat there petrified. "D-Dr. Octavius… no!"

Matches held Caroline back and pushed her to the ground. She looked to the hunched over Doctor, before turning some dials on her gauntlets. "Big mistake 'hero'."

"Oh, so there's another hero in here?" Matches turned to the voice, only for a web to grab her arm and pull her back.

"Spider-Man!" Matches yelled. The citizens of the Coffee shop looked to their hero, who clung to the wall above the outside doorframe.

"And I thought I was the only one around!" He finished, webbing Matches up. The two other muggers quickly turned off their safety and open fired on the hero.

He quickly departed from the store, pulling Matches along as she soared through the air. "Stop trying to shoot me, you idiots!"

"S-Sorry!" The two muggers then chased after the hero who had their leader, leaving the Coffee house villain-free.

"Everyone out!" A waiter called, sending the once still mass into a public frenzy. The staff started to help direct people out of the café, as Caroline crawled over to where Dr. Octavius laid.

"W-we need to go! Dr. Octavius… Otto!" She yelled, shaking the doctor before he got up, coughing.

"R-Right." He spurted, getting to his legs as the two of them hobbled out together. They quickly got into Caroline's car as they sped off and far away from the scene of the crime. By the time they rounded the corner, police cars and sirens filled the night…

* * *

"We got a problem here, Mr. Osborn."

Mr. Osborn sat in his office chair, looking out to the silent skylines of Manhattan, before turning his chair to the guest in his office.

"And what might that be, Mr. H?" Osborn asked with a flat tone, as the mob boss stood in his room. He did not look happy.

"Dr. Octavius decided to be 'heroic' tonight with some of my men pulling a heist. Because of that, two of them got captured by the Spider-Man, and nearly lost everything they got. The Big Man is not happy."

"Are you seriously accusing Dr. Octavius of doing anything of the sorts?" Mr. Osborn asked in a warning tone. "The man can barely breathe without me telling him to do so. Why would you ever think he would do something of his own free will?"

"Perhaps having an eye witness would help," Mr. H replied back, cracking his knuckles. "He was protecting a girl, one that works at your place no less."

Mr. Osborn was silent, as Mr. H continued. "The Big Man sends a message. 'Take the girl away from him, or we'll do it ourselves.'"

* * *

Dr. Octavius found himself clinging to the walls of the secret lab for support. He was hurt, tired and about ready to pass out. 'I-I need to finish the lab though…' he told his tired brain, 'I can't let Mr. Osborn down…'

He opened the door, just as Dr. Xavier was coming out.

"Dr. Octavius. Look who finally showed up." Dr. Xavier growled, "You left me to do your work. I am not happy."

"I-I'm sorry. Things got in-" Dr. Octavius started, only for Dr. Xavier to push him out of the way. While it would have only stumbled a few people, in his state it knocked him down entirely, his head hitting the cold pavement.

"I am in no mood for excuses." Dr. Xavier said, stepping around him. "The lab is finished, without your help might I add. I'm glad it's over with, now I don't have to see your pathetic excuse of a face again."

She then walked off and back to the entrance, only for Dr. Octavius to start to slip into his subconscious. The last thought he had was pondering about something shiny sticking out of Dr. Xavier's pocket.

* * *

Caroline unlocked her apartment door, heading inside before locking it behind her. She put her stuff down after a long day, almost feeling herself cry again.

She lost it. The only memento she had of her sister; gone and in some grubby thief's hand. 'Penelope would be ashamed of me,' Caroline thought to herself, heading to her room.

Caroline was contemplating how she would be able to explain this to her sister, when she saw something glittering in the moonlight on her bed.

The necklace.

Caroline gasped; taking it into her hands, not believing what she held was real. "B-But how…who?" Caroline said amazed, when she noticed a card underneath.

She picked it up, opening the blank rectangle to quickly see a familiar handwriting.

_Found this when out walking. Decided to return it. Don't lose it again. _

_~Penelope_

'How did she even know where I lived?' Caroline pondered to herself, before the thought was immediately wiped from her mind, 'oh who cares? The necklace is back!'

She gingerly held the jewelry in her hands as thoughts of what happened after the robbery came into her head.

"_Dr. Belle, please don't cry. Things will be ok." Dr. Octavius said with concern. Caroline had parked the car a few blocks away from the crime scene, pouring her heart out._

"_It-it's gone though! My sister…my sister!" Caroline sobbed, feeling nothing but alone and frustration. "I-I'm so sorry Dr. Octavius… I should have never taken us here…"_

_Dr. Octavius was silent for a bit, as the new doctor just cried. _

"_Don't be sorry."_

_Caroline looked to the Doctor. "No one has really done something like this for me in a long time. Even though things didn't go as planned… I… I had fun. Truly and honestly, I felt…alive." _

"_Y-You did?" Caroline asked, bewildered. Dr. Octavius nodded with a determined face. "So please, don't feel like this is your fault. I still had a good time."_

"_Th-thank you Dr. Octavius…"_

"_Please, call me Otto."_


	5. Climbing up the Ladder

**Chapter 5**

"Is it… Samarium?"

"Correct!"

"I told you I knew my Periodic table."

Otto and Caroline shared a laugh as they sat on one of Otto's couches in his apartment. It had been 3 weeks since the robbery and the two were starting to get closer in their friendship.

Caroline had let her hair down for their game night, sitting comfortably in an oversized sweater and jogging pants, as Otto set down a pack of cards with the name, 'Guess who! Science edition'.

"So what do you feel like doing next Carol?" Otto asked while Caroline took a swig of her brought-over-cheap-beer.

"We could check out what's on TV." Caroline asked, knowing where the remote was from being over so many times. "Unless you want to go back to my project."

The two looked behind them to a dinner table filled to the brim with notes and research papers on Caroline's Serum. After the first test trial, Caroline asked for Otto's assistance in some areas to make sure the serum didn't eat through the floor again. What turned into a helping hand now almost became a partnership.

"Well, we can always improve." Otto started, before cracking a soft smile. "But to be honest, I rather watch some television like you stated earlier. For now."

Caroline also cracked a small smile. "For now."

Switching on the box, the two relaxed on the couch as the last set channel, which was the news, came on in the middle of a topic.

"…In other news, thanks to Oscorp, we now have a way to safely secure the more 'talented' Villains in Manhattan. As you can see here on this newsfeed just several days ago, Flint Marco, now the Sand Man, is unable to leave his cell thanks to the patented security system."

The two watched as the news reporter vanished behind a video clip, showing Sand Man behind a glass door with police on standby. He quickly conjured up a hammer, about to smash the door down when a gust of air strikes out of the door, blowing the man away and back into his sandy form.

"It's a good thing Oscorp came up with something like that so fast." Caroline added, taking another sip of her beverage. "I don't know what it'd be like if he was still running around on the streets."

"Yeah." Dr. Octavius mumbled, unable to look at Caroline. She noticed his odd tone though.

"What's wrong Otto?" Caroline asked concerned.

"It's nothing Carol." Otto said, getting his voice under control.

'She can't know,' Otto told himself, 'I can't let her find out about the creator of The Sand Man… or me.'

Suddenly he was shaken from his thoughts when the two heard the vibration of a phone going off on the coffee table in front of them. Otto picked it up quickly, looking to the text.

GET DOWN HERE NOW.

"Who's that?" Caroline asked, straining her neck to see the message as Otto quickly retracted.

"J-just someone whom I'm working with at this second." Otto explained, getting up to grab his lab coat. "I am needed down at the lab momentarily."

"Well if you're heading over to Oscorp, mind dropping me off at my building?" Caroline asked, turning off the TV and grabbing her shoes. "I could always use the extra hours. I'm so close to figuring out the method of fusing human blood and the serum together."

"Of course." Otto replied before helping Caroline collect her stuff. She looked to the pictures that hanged on his walls. "So you really did know Dr. Toomes, didn't you."

"Hm?" Otto asked, looking to the picture of him and Dr. Toomes. "Oh yes. Adrian and I used to be good colleagues. I was the one that introduced him to Oscorp."

"I-I heard that Oscorp threw him away but kept his idea for their own." Caroline said, her eyelids slowly coming down into a sorrowful stare onto the table.

Otto looked to Caroline. "Y-Yes, well, something like that did happen. But Mr. Osborn has learned his lesson, I assure you."

"Are you sure?" Caroline's eyes were questionable, as if she was trying to seek comfort in his words.

'Don't lie to her,' his thoughts commanded. "…Yes."

She gave off a warm smile. "Thanks for the reassurance."

"You're welcome Carol." Dr. Octavius shamefully said just before Caroline zipped for the door.

Before she left, she took one last stare into the small abode. "I still don't get why you don't like your place."

"It's not that I don't like it," Otto looked at the dismal state of most of his belongings. "Okay, maybe just a bit."

"Well I like it," Caroline said sweetly to Otto before turning off the lights. "It's very homey."

The two left together for his car, just as the night was young.

"I still can't believe Mr. Osborn promoted me 3 weeks ago." Caroline happily said whilst Otto started up the car. "My own warehouse and everything! He must really believe I can do this."

"I believe you can to," Otto said as he pulled out of the apartment complexes. "Perhaps he realizes the dangers that can come of your miscalculations, like last week for example."

"You don't have to remind me," Caroline said annoyed. "So my serum almost froze the entire laboratory, that's what making mistakes are for, right? To make sure stuff like that doesn't go onto shelves untested."

"Still, Mr. Osborn didn't look too pleased to have to send a crew to your location to pick away at the ice."

The two drove in silence for most of the trip, all the while Caroline fidgeted in her seat. "So…Otto."

"Hm? What is it Carol?" Otto asked, just as he pulled into the neighborhood of Caroline's new location.

"Well… Coney Island will open up tomorrow for the season and…. I was wondering… maybe…"

Otto pulled to a stop, just as Caroline took a deep breath. "Do you want to go together to Coney Island?"

Otto looked to her with a puzzled look. "You mean… as friends?"

"Hm? O-oh yeah! Friends!" Caroline nodded in a hurry, before calming herself down. "I-it's okay if you don't want to go."

"I didn't say that, now did I?" Otto said before Caroline looked to him. "I would love to go."

"R-really? Alright!" Caroline exhaled in an excited manner, getting out of the car while Otto pulled down the window. "I'll come to your place tomorrow at 9 PM. Be ready by then!"

"I'll be looking forward to it." Otto chuckled before watching Caroline giddily walk off to her new building.

The place was just a one story condemned warehouse, but with a touch of loaded cash, the place was bought and looked brand new by the time Caroline had moved in.

Otto watched her off before pulling the window back up, shaking his head and chuckling to himself. "I look forward to it indeed."

* * *

"I certainly look forward to the day I don't have to be around you anymore."

Otto gave an exasperated sigh, having to be down in the secret lab once again with Dr. Xavier. She wore this time however a pair of overalls and a checkered shirt since the two of them were fixing the damage that happened in the last test.

"I told them to angle it at 50 degrees. You must have told them to do 47 earlier, and that's why we're back down here." Dr. Xavier groaned, dislodging a pipe before inspecting it.

"B-But I didn't-" Otto started, only for Dr. Xavier to hiss, "Just be quiet you sniveling piece of trash. The less you talk the better."

Dr. Xavier looked at the long narrow pipe, not knowing that Otto's rage had built up by then. "Now listen here, Blaze-"

The Doctor immediately regretted what he had said, for by the time he registered that, he was pinned up against the wall with a pipe at his neck.

"Who told you that name?" Dr. Xavier asked, her eyes filled with raw anger. She pushed the pipe harder on his throat. "There is only one person who knows me by that name! What did you do?!"

"O-Oh my goodness!" Otto shrieked, desperately trying to get Dr. Xavier off of him while trying to breathe. "I-I-I didn't do anything!"

Dr. Xavier looked at Otto through his glasses, the two connecting eyes before she finally released the Doctor from her death hold.

Otto fell to his knees, choking for air while Dr. Xavier just lightly walked around him, pipe still in hand. "You shouldn't know that name Dr. Octavius. I guess you and Caroline are closer than I realized."

"I- I'm sorry…" Otto managed to cough out. Dr. Xavier looked to him with the eyes of a hunter, "You should be. I guess I must have wound you up a bit too much."

Otto placed a shaky hand on the wall, struggling to keep himself up as Dr. Xavier went back to work. Half of him told him to just shrink back and not say a word, but his voice escaped his lips before he could, "Y-You were the one… at the Coffee shop."

"Took you long enough?" Dr. Xavier said casually, not even looking up from her work. "I'm surprised you didn't say anything earlier. Then again, for someone as weak and stupid as you are, I should have known better. Maybe it was that hit to the stomach that ruptured your spinal cord."

Dr. Xavier continued to work, fitting the pipe back into its slot before hearing Otto's voice once more. "B-But why? Carol…Caroline misses you so much…"

Dr. Xavier glanced from her work to the panting doctor, who was slowly getting his breathing under control once more. Her stern, cold eyes didn't leave his scared eyes. "It's not as simple as coming back into her life and everything being rainbows and sunshine, Dr. Octavius. She's told me once before that she doesn't want me around; she probably still thinks I'm still gambling off of the streets."

The more she worked, the more she recalled past moments and the more Dr. Xavier lost herself in her words. "She doesn't know that her bright-eyed, twin sister grew up learning about the real world the hard way. She doesn't know her smart sibling used her brains for crimes and injustice. She doesn't know… that her only reflection grew up into a mobster, who kills at the slightest command to do so."

Dr. Xavier shook her head lightly, chuckling. "Caroline is all that I have in the world now, I could never drag her into this mess. I rather let it look like her twin is protecting her like a guardian angel, then let her find out that she was the one who almost strangled her for the gift she gave to her.

"Heh…. The only time I get to see her is when I'm robbing her."

In a surprising moment, Otto felt himself watching as Dr. Xavier put down the tools she had around her and try to cover her face. Tears streamed down her cheeks. "I can never let Caroline know…"

"Wh-Why don't you stop then? Turn over a new leaf?" Otto asked gently, wondering if he should go over and comfort her.

Dr. Xavier shook her head bitterly. "Never. I might be in a bad business, but it's the only way I know how to live. I owe my life to The Big Man."

She took shaky breaths, forcing the tears to stop as her voice got under control. "I made a decision long ago, and here is where I stay. I'm… I'm happy here…"

Somehow Otto didn't really feel that Dr. Xavier was happy in her current situation, but who was he to argue? The next thing he knew anyways was being back up against the wall to one angry doctor. "You can NEVER tell Caroline about this, you hear me? If I find out that you squealed, I'll see to it personally that you never open your can again!"

Otto quickly nodded his head to be dropped once more, Dr. Xavier turning away. "I'm done for the night. Finish the work yourself."

She started to leave before looking back to the Doctor one last time. "I know about your experiments down here, especially the one tomorrow morning. You better pray I never find Caroline down here as one of them."

She took off her glasses, letting them fall to the ground before smashing them in. Otto looked to the cold hearted eyes that stared into his soul. "Don't let that be your weak, pathetic body. Your best option? Leave my sister be."

Dr. Xavier then turned and left the area, leaving the poor Doc to his thoughts of pure fear.

* * *

"You sure you don't want a sip?"

"I'm good."

Caroline walked alongside Otto as the two were taking an early morning stroll before work. Caroline had picked up Otto from Oscorp before heading over to a coffee shop for some delicious brew.

"You seem jumpy today Otto." Caroline said, taking a sip of her warm coffee as the cold winds blew by them. Fall was coming.

"J-Just a bad night is all." Otto replied, remembering the hours it took to fix up the lab all by himself, before going to sleep with nothing but burning nightmares. He remembered the energy it took to get out of bed that morning and back to the secret lab to create…

"Otto?"

The good doctor was snapped back into reality, noticing a concerned Caroline next to him. "If you're not feeling well, we can do Coney Island another day."

"It's not a problem Carol." Otto quickly answered. "I still would enjoy doing it tonight. I'm just getting lost in my thoughts is all."

"Alright then." Caroline hummed, looking to the doctor. "I think I made a breakthrough last night."

"How so?" Otto asked, taking a sip of his own beverage.

"Well, my test subjects aren't dying so quickly. I got seriously close to with Delilah, although the serum lasted for 10 minutes before she died, and I didn't get close enough for sub-zero degrees."

"You're making progress though. That's what counts."

"Yeah. You should have seen Delilah, she was-"

Caroline and Otto stopped there pace when a huge figure crossed into view from another street. Caroline immediately grabbed Otto's arm in fright, "Wh-Wh-What is that thing?"

Otto looked to the mammoth of a human, barely 20 feet away, his own eyes scared as well.

It was his creation, the Rhino.

The big beast looked behind him, not even noticing the two, as if he was looking for something. He looked back in his direction before noticing the looming Daily Bugle building in the distance.

"There it is." Rhino growled as he started his trudge towards it.

Otto watched the once Alexander O'hirn, now this being he constructed, walk in the middle of streets, getting close to smashing things just by his slow pace.

"I-I think it's going to be ok Carol." Otto said to try and reassure his companion, before realizing Caroline wasn't holding his arm anymore.

"H-Hello? Police?"

Otto's eyes widened to hear Caroline's voice, turning to see the woman now on the phone with the cops. "Th-there's a man in a uh, well I guess I can say a R-rhino suit, and he's making his way to the D-Daily Bugle…. Y-Yes I know it sounds silly officer, just, he looks like he can hurt people! …I-I'm serious officer, no jokes…. Officer….H-hello?"

Caroline looked to her phone with annoyance as she shut it off. "They don't believe me, Otto."

"W-well there's no need to rush." Otto nervously chuckled, desperately trying to cover the subject up. "I mean… he could be d-dressed up early for…Halloween?"

"I don't know," Caroline said, biting her lip, "Humans don't get that big, you should know that. I seriously think he's going to do something bad. Like, like that Sand Man last week.

"Don't you believe me Otto?" Caroline's eyes looked hurt.

Otto felt himself tense up. 'No more lying!' he could hear his thoughts scream, but before he could open his mouth to tell her the truth, the two heard a violent CRASH!

Civilians screamed and ran away, the two looking up to the Daily Bugle building, as the man was falling straight down from it. Spiderman was on the building, desperately trying to stop him with his webs, but it wasn't enough as they snapped.

"NO!" Caroline cried. "He'll die at that height!"

The cops, by then getting enough anonymous calls about a Rhino man stomping around town, had pulled up near the building, just as the gigantic man smashed into the ground.

And made the concrete turn into an explosive show.

Debris flew everywhere, people running to avoid the falling rocks, while Otto and Caroline watched it all. In those mere seconds Otto watched the world slowly burning, he felt somewhere inside of him, deep down, that he was enjoying this. He _liked _this.

But as he slowly felt himself smiling, the look alone on Caroline's face took it all away. Pure horror.

In that instant Otto grabbed Caroline's arm, pulling her away from the mess. "W-We have to find shelter!"

Caroline still looked to the scene that was going on before snapping herself out. "R-Right!"

The two ran into the nearest building where they found that most of the other civilians had the same idea as them. People were calling up their relatives, the police, anything to calm them down or lessen the worry.

"Just what made those things." Caroline whispered to herself, not knowing Otto had overheard.

She looked out of the glass window, watching as the huge man ran past right after Spider-Man swung by. "Who could have created those monsters."

For once in his life, Otto didn't know what to say. Out in the open, or in his thoughts.

* * *

Caroline hummed a blissful tune in her room, getting ready for tonight's 'date' with Otto. She went through her jewelry, making sure her hair was nice and dry for the night before remembering to put in her contacts.

Caroline had just put out her dress when there came a loud knock at her door.

'Who could that be?' Caroline pondered to herself, making sure her appearance was nice before checking the clock. It was 8:30.

'Maybe Otto decided to come to my place early,' Caroline fantasized. 'He'll probably have some flowers, or maybe just a nice-'

Her thoughts were interrupted by the time she opened the door, seeing instead of her sweet friend a large, intimidating man.

"Good Evening Ms. Belle. May I come in?" The man asked.

Caroline almost shrunk behind the door to her place, scared by the complete stranger that knew her name. Still, she didn't want to know what would happen if she said no.

"C-Certainly." Caroline answered, opening the door as the man walked in.

"You have a nice place here." He said casually as Caroline closed her door.

"U-Um, thank you...D-Do I know you?"

"I wouldn't think so, but we probably should have met earlier." The man said, turning towards Caroline. It was then she noticed the silver knuckles.

"My name is Mr. H. You could say me and Dr. Octavius go way back."

Caroline felt her nerves lighten a bit, knowing that this was a colleague of Otto. "O-Oh. So you two are friends?"

"Yeah. Friends." Mr. H hummed before taking a seat on one of Caroline's couches. Caroline decided to stand to try and calm her nerves.

"I came over here with only the best intentions for my 'friend'. You see, Dr. Octavius isn't doing so well. He's got a lot of projects to finish, many things to do. While it is appreciated that you're trying to help the poor Doc, I'm afraid it's actually hindering his work."

"H-Hindering? Otto never said anything though." Caroline said a bit shocked. "H-he usually tells me everything."

"Does he? Aint that sweet. Besides, the Doc is too nice to tell someone as pretty as you to buzz off."

It was then that Caroline felt a twinge of anger towards the man. "What are you trying to imply, Mr. H?"

The man relaxed in his seat, tapping his fingers together. "I think it would be best if you stopped seeing Dr. Octavius. For the both of us."

She was being threatened.

Caroline suddenly felt herself in a dangerous situation. She wanted to lash out and say that she wouldn't stop, but she didn't want to see what the man would do to stop her. She needed to let him hear what he wanted to hear.

"O-Ok…" Caroline muttered, looking away. "I didn't know I was such a distraction…"

"Hey, it's ok." The man's tone lightened as he got up from his seat, putting a hand on her shoulder. It made her shudder inside. "I'll let the good Doc know about your situation. That's what friends are for, right?"

"I-I guess…" Caroline mumbled, not even daring to look into Mr. H's piercing eyes.

He then made his way to the door. "I'm glad we had this talk Ms. Belle. Have a good night."

"Y-You too." Caroline said back, before closing the door and locking it. She was petrified.

'I-I just got threatened,' she thought to herself, her brain scrambled. 'His whole voice seemed so entertained the entire time. Like he wanted to see me squirm…'

'I-I have to call the cops.'

Caroline went to the phone, picking it up before her thoughts stopped her again. 'Maybe…maybe I'm taking things too far… maybe, he just sounded entertained… because I was scared… yeah… that's got to be it… I-I wasn't threatened…I wasn't threatened…'

Caroline calmed herself down, setting the phone down before going back over to her bedroom to get ready.

'I-I have to focus on tonight… tonight…'

* * *

'I look silly,' Otto thought to himself, starring at his reflection. He chose a green bowtie to wear for tonight, as well as a simple vest over his usual white collared shirt. 'and I feel dirty. I've lied to Caroline so much and yet she still trusts me with all the right answers. How would she react if I did tell her the truth? Would she turn me in? The look in her eyes earlier. Oh, and what happened two hours ago. Mr. Osborn is sure to fire me once he finds out that his tech flight was stolen.'

Otto was soon snapped from his thoughts when he heard someone knocking on his door. He turned and quickly answered it, stopping to stare at the woman in front of him.

Caroline wore her hair up in a playful pony tail, as she picked a light, fun, pink party dress for the event. She held a white purse that hanged from her shoulder with long brown boots that covered her little feet.

"H-Hey there Otto," Caroline softly spoke, blushing a bit to see the doctor. "You ready to have some fun?"

* * *

**Hey Everyone! I just want to give a big shout out to everyone who has been reading this and giving such positive feedback! Without you guys, I wouldn't have gotten past the first chapter! **

**With School starting a stuff, I don't know when I'll have time to edit the next chapter, but be assured that things are kicking up!**


	6. Expectations

**Chapter 6**

Coney Island was packed.

The two rode in Otto's car to get there, having to park in a parking garage before starting the 7 block walk to the docks. They talked about their jobs, research, and fun trivia on the way to the amusement park, before the two slowly realized that they might be talking for a lot longer.

The line almost took an hour before the couple could finally get there tickets, getting a few funny stares from the staff when they saw the two adults with no kids.

"I think that last guy eyed me." Otto said, feeling a bit uncomfortable.

"I'm sure that's what they do to all adults… probably." Caroline said, trying to reassure the Doc, but failing at it.

Caroline looked around through the heavy crowd, hearing all different kinds of conversations start and end. "So… what do you want to do first?"

"I really don't know," Otto started, looking around as well. "It's been a very long time since I've been to something like this."

"How long?" Caroline asked as the two started to walk in a certain direction.

"Since I was a child."

"Oh, that's a long time." Caroline looked around again. "Want to go ride the roller coaster?"

"M-Maybe later. I'm not one for heights."

"Oh, alright."

Silence, just like the first day they worked together.

Caroline was about to suggest something else, when she noticed Otto's uncertainty. "Otto, is something wrong?"

"Hm? Oh, nothing. Just thinking about stuff from work."

Caroline frowned. "You sure you don't want to share?"

Otto sighed, looking up to his companion. "I-I guess I could tell you."

Unknown to the two as they walked away did they know that three pairs of eyes were set on them.

"You were right, she still came."

"See? I told you my instincts never lie."

"Shut up boys, they're getting away. We'll wait until she's alone, then we'll strike."

"Are you serious?"

"That's the best way I can describe it."

Caroline and Otto eventually found a bench to sit at away from the crowds, as Caroline tapped a finger on her chin. "So let me get this straight. Just hours ago, this person in a masked suit who looked like a green goblin broke into Oscorp and stole the tech flight?"

"Y-yes. I know it sounds delusional, but you have to believe me."

"Well, with all the other things that have happened this month, I don't have any reason not to believe you." Caroline said, turning to Otto. "What I don't get is why someone would do that."

"I wouldn't know either."

Otto then noticed a Cotton Candy stand at the end of the dock. "Would you like something to snack on Carol? I haven't had Cotton Candy in a while."

Caroline smiled. "Sure, want me to come?"

"It's not a problem. You can save the bench whilst I get some. I'll be back shortly."

Otto then got up and left, leaving Caroline alone and to herself. She looked to the starry night sky, trying to push back her inner feelings.

"She's alone now, can we strike?"

The three figures were back, standing 20 feet away from where Caroline sat, as the leader looked to the muggers. They were dressed in civilian clothing for this assignment.

"I don't see why not." The leader than lifted its shirt, revealing a small pistol tucked away when a phone went off. The leader picked it up before ending the call and lowering there shirt.

"Change of plans. The Big Man needs backup pronto. We're gone."

"Are you serious? We're so close! Can't we-"

"Move. Ratta."

The three figures looked to their victim one last time before slinking off and back into the crowd, disappearing all together.

Caroline looked to the direction the figures left, suddenly feeling a bad aura just as Otto came back.

"I-I didn't know which one you wanted, so I got you both."

He then handed the blue and pink giant gobs of sugar to Caroline as she smiled, taking the blue one. "You can have the pink one then."

For the next couple of hours the two shared laughs and enjoyment. They rode on rides they never experienced before. Otto nearly had a heart attack on the roller coaster as Caroline clung onto him. They rode the haunted mansion ride together, in which both of them were screaming out of there heads the entire time.

The two got competitive in booths for prizes and giddily yelled with cheer on the swing ride. They finally ended there joy and smiles with the last ride for the night. The Ferris wheel.

"This has been a lot of fun Otto," Caroline said, as the two strapped themselves into the car. With the ok, the man at the ride pushed a button as the two were hoisted up before being stopped 10 feet off the ground.

"I haven't been to Coney in such a long time; it's good to go again. And… I'm really glad you wanted to come with me." She held onto a small blue octopus Otto had won in one of the booths, wearing a silly top hat and cane.

"I wouldn't have missed it." Otto said, smiling sweetly back to Caroline, who just blushed and looked away.

"I just want to thank you for all the times you've helped me," Caroline started, as the cart moved again before stopping another 10 feet. "You've never steered me wrong Otto."

"Oh, yes." Otto said, his thoughts of guilt suddenly coming back. "Well, I uh, try my best."

"You really are the best." Caroline added, "I don't know why you get picked on so much. You-you're so kind, and gentle, and honest."

"H-Honest, yeah." Otto mumbled to himself.

Caroline then looked up, the two almost to the top of the Ferris wheel. "Just look at this view Otto. Isn't it breathtaking? It's just so, inspiring."

Otto looked out to the lights, who also felt the same warmth Caroline did. However, the deep rooted guilt inside of him kept him from truly appreciating it.

"So, tell me again Carol. Why did you want to create the Serum again?" Otto asked, hoping to get onto another subject so that he would not think of his actions.

A cold wind rushed into the car by then, as Caroline looked to Otto with playful innocence. "Well, it's a long story, like I said a few weeks ago. I've always just been in love with winter; the soft, dainty gift it brings every year is something worth appreciating.

"However, we as humans cannot fully enjoy it, since our bodies cannot stay out in the cold for long periods of time. If I can perfect my Serum though, then soon everyone will be able to enjoy winter, and think of its greater purposes besides that.

"There would be no more hyperthermia, no more dying in death's cold hands. Winter wouldn't be known as a fearful season anymore, but a joyful one. Or if we had to go to war, winter wouldn't be a downgrading factor anymore. Don't you see Otto? Can't you see the wonders my Serum will bring to the world?"

She looked down to the small people and the rides. "If only I can figure out the method I need to u-"Caroline then stopped, looking to the spinning Carousel ride, her eyes glued to the fixture. "That's it."

"What's it?" Otto asked confused.

Just then Caroline took Otto's hands. "That's it! Don't you see how the ride stays in place? It's fixated. Much like oil and water, you need a third agent to bond the two together, or else they will just float on top of each other! That's it; I need a third agent to bind the Serum to the human bloodstream!"

Caroline jumped up and down in her seat, laughing with excitement, as Otto felt himself chuckling a bit or two with her. By the time she settled down, they were at the top of the ride.

"Congratulations Carol. I can't wait to see your Serum when it's perfected." Otto said with delight, before his innards felt like they were churning again.

"Th-thank you Otto." Caroline said, blushing once more. She looked to the moon, not noticing the condition of her friend, before clutching her plushy in embarrassment.

"Y-You've been a very good friend to me, Otto." Caroline started, feeling her blushing coming on harder. "B-B-but… I… I want to be more than-"

"I can't do this anymore."

Caroline felt the world crash around her, her heart bursting with fear. She turned to the doctor quickly, whose head was in his hands. "E-Excuse me?"

"I-I can't do this." Otto repeated, shaking his head. "I can't lie anymore…"

"L-Lie?" Caroline asked, shocked to even hear that word. "Wh-what do you m-me-"

"I'm not the man you know Carol!" Otto finally shouted, looking to the woman who sat across from him. She looked terrified.

"I-I'm not…" He muttered, shaking his head again. "You think I'm such an honest and kind man. But… but I've been lying from the very start…

"I… was the one who created those beings… the Sand Man… The Rhino…. All me. It was done in this secret lab, under a place called LTL Body Shop…They told me not to tell you… not to tell anyone… but you, Carol… I can't lie to anymore.

"Please… leave Oscorp…. Before they do what they did to Dr. Toomes to you…."

By the time Otto looked up, they were at the bottom of the ride. Caroline's sad, teary-eyed face said everything to Otto in that instant; betrayed.

The man opened up the ride for the two to get out, a line waiting. Otto thought Carol wouldn't leave the ride or slowly get out. She, however, did the thing Otto feared the most.

She ran.

"Carol!" Otto called out, getting out of the ride as he ran after her. "Please, let's talk this out!"

Caroline pushed through people, almost knocking a few over, as Otto raced after her in sheer fright.

He almost caught up to her at one point, reaching out a hand when the sky lit up with green. Otto stopped, knocking into someone as others looked into the sky. Somewhere over Manhattan was a giant cloud of green smoke, bursting every other second.

"Wh-what the?" Otto asked to no one, before realizing he lost Caroline.

He searched everywhere, but eventually he found her at the exit to Coney Island, getting into a taxi.

"Carol!" He yelled one last time before her eyes locked with his. They were so sad, nothing but fear.

She quickly got into the car just as the taxi sped off. "Carol!"

Caroline wanted to look back, wanted to see Otto in her eyes. She couldn't though, and sobbed as the car left the broken-hearted Doctor to stand there.

* * *

Caroline ran into her apartment, slamming the door behind her as she sobbed her heart out. She quickly undid her pony tail, kicking off her boots in sheer anger, before she heard the squeak of a toy.

She looked into her arms, seeing the small blue octopus.

"H-how could you?!" She yelled at it, throwing it into her bed room. "How could he do this to me?!"

She walked into her bedroom, slamming the door before sliding to the ground in pure misery, wallowing in her tears.

All this time he had lied to her; the only person she truly felt passion for.

"Eddie was right," Caroline wept, looking to the cold ground. "I should have never joined Oscorp."

She heard her phone ring several times that night, but not once did she answer it.

* * *

"Wh-Who's there?" Otto asked to an empty apartment. He had driven himself home after the incident, all the while calling Caroline whenever he could. She didn't pick up though, and with each attempt he felt less compelled to do so.

Now he found himself in a frightened state. "I-I told her the truth… sh-she ran away…." Otto stated to the dark of his place, turning on the lights. "Sh-she ran away though…. Wha-what if she tells someone."

His eyes grew paranoid, looking around desperately, as if waiting for someone to come in.

'I should have never lied to her,' Otto finally admitted, sitting down on his couch in utter defeat. 'This is all my fault…'

'No….no this isn't my fault,' Otto suddenly thought, the words coming into his head, 'It was Mr. Osborn who made me do this, made me not tell anyone. I could have saved her if anyone tried anything, could have kept her.'

The thoughts of anger that crept into his head suddenly flinched back when he heard a creak in the wall. "Sp-Spider-Man?"

Nothing, but the Doctor didn't feel so safe in his living room anymore. He rushed to his bedroom, closing and locking the door.

'If she tells someone, then they'll call the cops, which will eventually go to Spider-Man, which will come back to me!' His thoughts frantically processed, bringing the Doctor close to tears.

Otto went to bed that night, but he never slept…

* * *

**Hello everyone, happy Friday!**

**I survived my first week of college, and boy was it tiresome! OTL I'm ready to crawl into bed and not do anything the whole weekend. However, I felt compelled to put out another chapter so that you guys have something to read on your 3-day weekend!**

**I also want to give a huge shout-out to Fangirl! Your reviews have been so kind, and I wish I could respond back, but without an account I can't! This early chapter is for you and all my readers!**

**Thank you to everyone who still reads this, and I love hearing from you all! **

**Next chapter will be more misery and tragedy! :D**


	7. Accident

**Chapter 7**

Caroline couldn't bring herself to get up for work the next morning. She was too scared to know what would happen. Slowly though, she felt herself stretch and sluggishly get up from bed until she noticed herself getting dressed and ready for the day.

Caroline barely slept that night, doing nothing but weeping into her pillow and crying over the feelings she had. From 11 to 2, she hated Otto, but from 2:30 to now, she felt dirty.

'I left before he could even explain himself,' Caroline thought, looking into her sad blue eyes. 'He experimented on people, yes. But, that doesn't mean he wanted to, right? Mr. Osborn probably… had… a good reason too. I'm sure there's a logical, non-insane reason.'

Caroline looked at herself in the mirror, noticing the time from the clock behind her. She was an hour late to work. 'I'll have to talk to Otto after work. However, after the way I left him, I'll be surprised if he even wants to see me…'

After adjusting her glasses and grabbing a cup of joe, Caroline left her apartment and got into her car for work.

Everything was going fine until a car with Spider-Man on it almost crashed into her. She, along with 20 other people found themselves in a nasty accident, to where it took another 2 hours before she could go to her job.

Reaching her work-place, Caroline spent the next several hours in complete solitude with nothing but her thoughts, her work, and lots of lizards.

She tried the method she had thought up last night, trying to keep her concentration. Her head however wanted to think on all of the times her and Otto were together.

'Keep it together Carol,' She told herself, pouring some of her coolant into a test-tube. 'I can't think of him right now…no matter how much I want to believe he's lying about last night.'

Caroline was rudely awoken back into reality when she realized she poured too much coolant, the concoction bubbling and frothing as Caroline disposed of it quickly.

She took off her rubber gloves and goggles, taking out her cell phone quickly and dialing up a number.

Ring.

Ring.

Ring.

'I'm sorry, but the number you have reached is unavailable at this moment…'

"Otto," she breathed, trying again. "Please, pick up…"

Nothing.

Caroline produced a heavy sigh, putting her phone down before getting back to work.

Morning soon turned to the afternoon. The afternoon changed into a cool evening, as Caroline walked out of her building and locked up.

She drove herself to the nearest Coffee Shop, picking up another coffee for herself and Otto's favorite before driving over to her old work zone.

Looking up to the building, she couldn't help but hear Otto's words once more in her head.

'_Please… leave Oscorp…. Before they do what they did to Dr. Toomes to you….'_

So, Mr. Osborn was going to steal her work? But it didn't make sense, why did he hire her then? Things were so confusing; Caroline didn't know what to think. To top it all off, there was a secret lab somewhere under a tattoo shop? Things were starting to sound like a crazy comic book; something Caroline herself couldn't believe was true.

She pushed on and into the building.

"Hello Dr. Belle. How can I help you today?" One of the desk ladies asked as Caroline walked past, holding both of the coffees.

"Just going to go see Dr. Octavius. Do you think you can let him know I'm coming?" Caroline asked, looking to the young woman.

She gave a smile, winking. "Sure thing Dr. Belle. Have a good evening."

"You too."

Caroline was about to get on the escalator to go up to the higher floors, when the whole place shook violently. The lights went out, coming back on red as Caroline fell and spilt both of the coffees in front of her. Well, at least it wasn't on her this time.

THIS IS NOT A DRILL. PLEASE PROCEED TO THE NEAREST EXIT. THIS IS NOT A DRILL. PLEASE PROCEED TO THE NEAREST EXIT.

Caroline could hear the blazing alarms going off, as people rushed out of the building. Caroline would have ran too, but something inside of her told her not to. Something about…

"Otto!" She yelled, bringing herself up as the place shook again. The escalators were out, but that didn't stop Caroline from running up the frozen steps.

"Hey!"

Caroline froze, seeing one of the policemen of the place getting people out. "You have to leave lady!"

She felt herself trying to turn, but her hands wouldn't lose their grip. 'I can't leave him… not again!'

Caroline found herself making a decision she thought she would never do. She ignored the cop and kept running up the steps. She didn't know if the man was chasing after her, but she didn't care, eventually finding the staircase as she ran up several flights.

By the time she got to the floor were the labs were, she felt another shake, almost knocking her down again. There were loud bangs and crashes coming from down the hall, as if someone was smashing into a wall.

Caroline continued to run, her hair breaking out of its bun and falling down her face when she stopped.

There were people running out of Dr. Octavius' lab.

Caroline walked over, only to be shocked when two people in hazmat suits carried Mr. Osborn out.

"Mr. Osborn!" Caroline yelled, her boss noticing her. "What happened?! Is Dr. Octav-"

"Save your breath Dr. Belle," Mr. Osborn interrupted, the two workers continuing to carry him past her. "Otto's not with us anymore."

Caroline looked back to her boss before looking to the doors. No…no… what did that mean? Otto… he….he couldn't be!

"I'm sorry Mam but you're not allowed up h-"

Caroline felt herself shove up against the person, going around them before making a beeline for the lab. She ran into Dr. Octavius' lab before stopping cold in her tracks.

The lab was a wreck.

Smoke pilfered from the main generator room, prompting Caroline to investigate the scene.

"Otto?" Caroline heard herself squeak, slowly walking into the danger that was the lab. "D-Dr. Octavius…Please….are you here….?"

She felt glass break underneath her shoes, before stepping into the generator room. It was more of a mess in here than it was outside.

Glass was shattered all over the ground, machines destroyed. Light fixtures hanged by loose wires, throbbing with light to eventually fall in minutes. Debris lined the floor, as Caroline looked to the ceiling, seeing a massive hole. Just what happened in here?

* * *

'Otto can't be dead,' Caroline told herself, walking up to her apartment, 'Th-There was no body, nothing! M-maybe he got out before something happened. Bu-but then again just what **did** happen? And what Mr. Osborn said… what did he mean?'

She pulled out her keys, getting to her floor when she stopped, feeling her keys slip from her hands and onto the ground. Police were lined outside of her place.

"Wh-Wha…" Caroline spouted before walking over.

One of the officers stopped her. "I'm sorry miss but you can't go in there."

"B-But I live there…" Caroline stuttered, showing her Driver's License.

The officer took the license from Caroline's shaking hands, taking a good look at it before deciding to discuss this with another cop. In minutes the man came back, handing Caroline her ID once more. "Sorry about that Miss, protocol you see. I should let you know that just an hour ago someone broke into your place."

Caroline stuttered some more, being led into her apartment as she looked to the broken down door. It was snapped in half, lying inside of the apartment as her eyes widened. No human could do that unless they kept bashing themselves into it. No, this was a one-hit thing.

Caroline was relieved to see her place in one piece, with only the door really being the damage. The cops were still checking out the place though.

After one hell of a day, Caroline didn't know how things could get worse. "Di-did they catch the guy who broke in?"

'It must have been that H guy,' Caroline thought to herself, her nerves acting up. 'What if he came back?'

"No Miss," The cop said, looking at some paperwork. "Your neighbors however did give a description of who the man was, though we don't know if we can believe the reports."

"C-Can I hear?" Caroline asked.

"Yeah… some man with 4 extra arms they said. We get a lot of freaks around here, but that one is new."

'4 extra arms? But isn't that-' Caroline's thoughts stopped, as the cop continued. "It doesn't look like the man stole anything, so you should be able to go back inside in an h-"

Suddenly Caroline grabbed the Officer's jacket. "Where is he? Do you know where he went?!"

"M-Miss! Settle down!" The Officer took Caroline's hands off gently. "We don't know where the crook went, but we'll find him for su- hey! Where are you going?"

Caroline didn't get to hear the rest of the man's lecture, already starting to run back down the hall whilst scooping up her keys. 'The apartment complex… he has to be there!'

Caroline quickly got back into her car, driving as fast as she could to the other side of town before parking outside of the apartment complex Otto lived in. She easily got inside the residential area, jogging down the streets before making her way up into one of the buildings.

"Otto? Otto it's me, Carol!" Caroline yelled, knocking on Otto's door. "Please, please open up!"

She waited for any sound of movement inside, hoping that in mere seconds her short friend would open up the door and reassure her that everything was ok with a smile.

She never got that comfort though, feeling a cool breeze go by her. One that chilled her to the bone.

Getting paranoid by the second, Caroline tried the door-knob, realizing with shock that it was open. She entered into the place to find a big mess.

For starters there was a gigantic hole in the wall to her immediate left, letting in Manhattan and all of its loud traffic. The couch, table, chairs, kitchen, basically everything that wasn't nailed down was thrown all over the place. Pictures that hanged on the wall littered the floor, broken and ruined.

"O-Otto…." Caroline breathed, feeling as though her life was upside down. "What happened…."

Seeing that Otto probably wasn't going to come back to his ruined apartment, Caroline left for her own just as the night was soon reaching early morning. She slept as much as she could, but woke up several times to hellish nightmares of someone grabbing her and dragging her down into a black hole.

By the time Caroline couldn't take it anymore, it was time for work.

* * *

Work was awful for Caroline, constantly worried about what happened with Otto and where he could be. When she thought her thoughts weren't bad enough, she got an unsuspected visitor to her establishment.

Her boss, Mr. Osborn.

"M-Mr. Osborn," Caroline mumbled, adjusting her glasses while her employer looked around the lab. "Wh-What a pleasure it is to have you here… C-Can I help you?"

"Actually Dr. Belle, I came to help you." Mr. Osborn said, taking a chair as he sat down.

Caroline was confused, "H-help me, sir?"

"Do I need to repeat myself?" Mr. Osborn asked, before Caroline shook her head. "Good. Now, I've noticed that you and Dr. Octavius used to be close, correct?"

"J-Just friends…" Caroline responded, unable to make eye-contact when her heart felt so broken.

"Right." Mr. Osborn said, obviously not interested. "After what happened to Otto, I am in need of a new top scientist. Since you were so close to Dr. Octavius, I chose you."

Caroline raised her head, "M-Me, sir?"

"Don't make me repeat myself." Mr. Osborn said annoyed, Caroline trying to get her act together.

"I-I'm flattered sir, truly thankful-"

"Glad to hear," Mr. Osborn interrupted, getting up. "We'll keep in touch on where you go from here."

He then started to walk towards the door, Caroline feeling herself speak out. "M-Mr. Osborn!"

"What is it? I have places to be." Mr. Osborn groaned, frightening the new top scientist.

"W-Well, I'm thankful, yes… but…" Caroline remembered Otto's words once more. "I… don't know how much longer I'll be here…"

"Are you telling me that you're resigning?" Mr. Osborn asked with almost a threatening tone.

"N-No… not yet… but…." Caroline felt herself losing her words, unable to relate her feelings to her terrifying boss. She then felt the worst choice of words she never wanted to say come out. "Otto… warned me….about you…"

There was a sickening silence for at least half a minute, before Mr. Osborn finally spoke.

"Otto warned you, did he?" Mr. Osborn said, closing the door behind him. That gesture alone raised the panic in Caroline's blood.

She thought the man was going to grab her, or attack her, something. Instead he chuckled, reopening the door. "You're very easy to fool, Dr. Belle."

He then walked out of the door, leaving a confused Caroline before she stumbled out after him. "W-wait!"

"What now?"

"Is-is it true?" Caroline asked, Mr. Osborn half way into his limo by now. She was afraid of the answer, afraid of everything at the moment.

"What do you think?" Was all the man said before he got into his car and drove off. Caroline just watched his car roll away, leaving her with her paranoid thoughts.

* * *

The drive home was a nerve-racking experience.

'I can't do this anymore. I'm going to go insane,' Caroline thought to herself, trying to find some stations to calm down her thoughts. Mr. Osborn and Otto's words jumbled around in her head, making things very confusing.

'M-Mr. Osborn hasn't lied to me before, but Otto came clean… but he lied before.. .but..but!"

And then she saw it, something jumping from one building to the next.

It wasn't Spider-Man, that's for sure, but the extra limbs was all Caroline needed to pull right out of her lane and almost hit another car.

She floored the gas pedal, not even knowing what she was doing, following the silhouetted figure gracefully gliding from one roof-top to the next. All she knew was that there lied her answers.

It didn't take long for Caroline to lose the figure, which made the scientist all the more stressed. She almost shrieked when her phone went off.

"Hello?" Caroline answered in a hurried tone.

"Caroline? It's Penelope." Caroline's thoughts stopped, listening to her twin reply. She wanted to talk to her sister, ask how things were doing, see her again…

"I'm in a bad situation," Caroline replied, cutting off another car as she desperately looked into the sky. "Make it quick please."

"Jeez, that's new." She heard her sister reply. "In some form or another, I heard about Dr. Octavius and his…um… new look."

"Does everyone know what happened but me?!" Caroline asked a bit peeved, slamming on her brakes just as a stop-light turned red.

"Wait, you haven't seen him yet?"

"Frankly I'm surprised he's alive."

"Oh, well, I just called to see if you're ok." Penelope's voice rang.

"Ok? How would you know?" Caroline asked, hitting on the gas pedal once again as she sped off downtown. "I never told you about him! How do you know I had a relationship with him?"

"You two were dating?"

"N-No! The friendship type!"

"Well that shows you that I don't know everything."

"You and your sources."

"Are you feeling ok?" Penelope asked, her voice concerned. "I told you not to work for Oscorp. True, I didn't see this happening, but still."

"I'm fine Penelope! And sure, some things are going crazy right now, but I would never wish away working there!"

"… You don't sound fine."

"Blaze!"

"Ok, ok! Jeez. Just do yourself a huge favor, ok? Stay away from the Doc right now…. And probably for a long time."

"Are you serious?" Caroline asked, making an illegal U-Turn when she spotted the silhouette again. "I gotta go."

"Wait, Caroline!"

But by then Caroline had shut off the phone, continuing her extremely dangerous driving before losing the silhouette at too familiar of a spot. Coney Island.

Caroline was forced to park her car a lot farther than when she went with Otto, practically running down the sidewalk to the sweet little amusement park.

She pushed past several people, having to dodge terrified civilians to get to the docks, all the while wondering what got them so spooked.

Caroline felt her pace come to a halt, when she saw the sign for the amusement park was practically gone. The rides were broken or destroyed, booths laid smashed into the ground and there were small children crying into their parents shoulders as they took them far away from the place. What once was the stuff of dreams became the stuff of nightmares in 48 hours.

"My god…" Caroline whispered to the wind, feeling its tug once again on her body.

"Alright, in you go Doc."

Caroline's head snapped towards the voice, frightened to see a cop truck and several officers down the dock. She ran over but didn't get far.

"Sorry Mam, you can't go any farther-"

"Move it!" Caroline felt herself yelling before even registering what she had done, smashing the cop down to the ground, before making a break to the cop truck.

"H-hey! Someone stop her!"

Caroline rushed to the van, moving to the side to see the back, as her eyes widened in complete horror. There he was.

Otto Octavius.

The once timid, meekly and sincere doctor she knew was now sitting in the back of a heavily guarded and reinforced steel truck. His attire was something she had never seen on the doctor before, but what really stamped the mental picture in her mind was the harness around his chest. The very same one that held his 4 mechanical arms.

It looked fused onto his skin.

The doctor didn't seem to notice her, but she found her voice once more. "O-Otto!"

"There she is!"

The next second she knew two cops had grabbed her arms, pulling her away from the scene of the crime. "N-No! Please! Let me go!" The stinging sensation of tears came back into her eyes, along with everything that hurt. "Otto! OTTO!"

She didn't know if the Doctor heard her, she didn't know if he even looked her way. All she did know was that the back was closed, and the van drove away.

* * *

"Who are you here to see again?"

"O-Otto Octavius, sir."

"Alright. Well sit tight, and then you can talk to him."

"Th-thank you."

Caroline sat in the small metal chair that was in the visitation room. It had been a day since the incident and Caroline didn't waste any time booking it over to the State Prison when she had the chance.

Now allowed to visit during their hours, Caroline couldn't help but look to the other people alongside her. Most of them looked pretty tough, while others were probably moms or family-related.

It had been awhile since Caroline actually had to step foot inside jail, which made her feel like she was here to bail her sister out for some crime she committed. She then looked to the phone that was hooked to the side of the booth, knowing that neither of them could hear each other unless they talked through the phone.

'Probably bugged,' Caroline thought, staring intently at the phone. 'But then again, that's probably a good thing.'

Sitting in her small seat and about to meet her old friend made Caroline very nervous. She twiddled her fingers together, remembering Penelope's words. 'H-he's probably just confused. Maybe he just went a little too far… that's all… I'm sure he's okay…'

Her thoughts were interrupted when she finally saw him appear again behind the thick glass. His whole demeanor seemed off just by walking by with one of the cops. She was so used to seeing him hunched over and afraid. Instead, he looked contempt and threatening.

His usual glasses were on once again, as well as a bright, orange jumpsuit, but still the thing that shocked Caroline the most was his back. There were four, big, black stubs where his arms used to be, lifeless and still.

"No…" Caroline whispered.

The Doctor was talking to one of the cops behind the glass, before noticing just who his visitor was. He looked shocked for about a second, before his face relaxed into a sly smile.

She felt a hand placed on her shoulder by the cop that talked to her earlier. "You have 10 minutes."

"Th-Thank you." Caroline muttered again before gingerly taking the phone. The Doctor did the same.

She drew a shaky breath. "Otto…" She breathed.

"Hello, Caroline." The Doctor replied, giving off a smirk. "I am quite amazed to actually see you sitting here in your spare time. How lucky am I."

Just the first sentence gave Caroline the chills. His voice was all wrong and the way he said her name. Caroline, not Carol.

"H-How are you?" Caroline asked, trying to steady her voice.

"What do you think my dear?" The Doctor started, "I am currently residing in Manhattan's 'greatest' storage facility they call a prison and have lost my extra limbs in quite an agonizing way. Why don't you enlighten me and tell me what you think?"

Caroline looked away, feeling the sting of the words but trying not to let them get to her. She tried to change the subject. "Y-You broke into my place…"

The Doctor put a hand on his chin, "When you didn't come to the door, I decided to do some of my own knocking. Shame really, we wouldn't be meeting like this if you were only home."

"Th-that's still not right…"

"Come now, do you honestly think I am still below 'right'?"

Caroline didn't respond, trying to hold the phone still up to her ear as she covered her face with her other arm. She tried to hold back her tears, but everything felt so wrong.

She soon heard the Doctor's voice again, "Now, now Caroline, tears will not get you anywhere in this conversation. It makes you look weak."

The way he said the word 'weak'. It was full of disgust.

"What… what happened?" Caroline asked, attempting to dry her eyes in front of her old friend. "You're so…so…"

"Cold? I would assume you haven't heard the latest news."

The Doctor intertwined his fingers, his eyes merciless and deranged. "After you left me that night on the docks of Coney Island, I slowly felt myself unwinding into a ball of paranoia and depression. To solidify my demise, who other than Spider-Man to be the one who tried to do me in with one my own projects."

He smiled to Caroline, the one where vengeance holds the mouth together. "But I survived. Thanks to his efforts, I am now one with my arms and am given another chance at life. I now know what to make of my new gifts and I won't rest until the world fears the name Doctor Octopus."

Caroline felt her body shaking, not knowing that she had put her hand on the glass window. "Otto…"

Doc Oct looked mildly annoyed. "He is not with us anymore Caroline, so I suggest that you refrain from using that name."

Caroline couldn't believe that the man sitting in front of her was gone, not yet. "I-I will fix you…" She felt herself saying, her eyes tearing up again. "I will find a way to bring him back."

Doc Oct felt a hand placed on his shoulder, as the Cop said something to the man. He then turned back to Caroline, "I believe it is time for us to depart. And to answer your statement from earlier-"

"Ok, time's up."

Caroline felt the phone being taken from her hands and put back to where it rested before being gestured out of her seat. She looked back to the window, seeing Doc Oct also having to get up, not even looking back to her.

She didn't hear the last part of the sentence, but she read what he said in that moment.

'_we shall see…' _

* * *

**Around November of last year, I was on Wikipedia looking up some information on Doctor Octopus for a different Spiderman story that would have taken place in the 1990's cartoon. While going through the different incantations of Doc Oct, I eventually found this one, to which I first replied, "This sounds awful." **

**I eventually decided to look up the episode that show-cased Doctor Octopus the first time, and that was my first ever experience with Spectacular Spider-man. This chapter is not only for you readers, but this is dedicated to the episode Reaction, which made this Spider-man cartoon not only my absolute favorite show for the web-head, but also made this my favorite version of Doc Oct. **

**Trust me; this isn't the only episode that Caroline will find herself stumbling through, so see if you can catch them all! I've already mentioned 2 ½ other episodes. (Half because Caroline wasn't directly there for that one, but it was referenced several times after the episode)**

**Will these two ever get back what they had before the accident? Will Caroline succeed in her plan to revert Doc Oct back to Otto? Will I ever stop typing these long endings? Tune in for the next fabulous chapter (Whenever that comes!)! **

**And to reply to those who don't have accounts:**

**FanGirl: Of course I would notice you! I love everyone who comes and reads my work! And thank you for the awesome review; I'm so glad the last chapter turned out like I had hoped it would! **


	8. Betrayal

**Chapter 8**

"So, tell me Caroline. How goes your research to 'cure' me?"

"N-Not that well…"

It had been a month since the first conversation Doc Oct and Caroline had. After that visit though, Caroline made it a thing to show up every week at least once, visiting the Doctor every time.

While Caroline hoped Doc Oct would be pleased she went to such efforts to see him, she never knew if she was being a blessing or a nuisance.

"Thought so." The Doctor smiled, continuing the conversation.

He seemed in a rather good mood, which was unusual for Caroline. Then again, she wasn't in a good condition herself. Caroline hadn't been sleeping for the past several days, getting maybe 3-4 hours a night before holding herself up in her lab. She even found herself blacking out while working or starving herself, slowly dissolving her brain in areas she had no idea to start from or to begin with. Caroline was a biomedical major, not a mechanical engineer.

Doc Oct just shook his head at Caroline's miserable state. "Do you now see the actions of what you have laid out? As you stated the second time you came to visit me, you are no Mechanical Engineer."

"I can try..." Caroline said in a tired voice, "It's just… a lot of studying…"

"My dear please, be realistic." Doc Oct said in a flat, uncaring tone. "If I've said it once, I've said it dozens of times. I don't want to be 'fixed'. Your efforts to 'save' me are delusional and unwanted, although it seems as though it still hasn't reached your brain."

"I'm the delusional one?" Caroline snapped from loss of sleep. "I'm not the one behind bars planning to take over the third world!"

There was silence on both ends of the line, Caroline feeling immediate regret for her actions. The Doctor looked like he wanted to lash out on the poor woman, but something stopped him from doing so.

She heard his heavy sigh. "Why do you still come? It stands to reason that we've both separated from each other after what had happened."

"Ar-are you saying you don't want to see me anymore?" Caroline asked afraid.

"Just answer the question, my dear."

Caroline suddenly felt very small, as if the Doctor's gaze had intensified. She stuttered for words just like she always did when she was nervous. "W-Well… to see you…. I-I care about you….. and…. Want to help you and…."

"Enough." Caroline heard in a disgusted tone.

Doc Oct looked once again annoyed with Caroline. "Your reasons for being here are nothing more than grinding annoyances that you have decided to nail into my head every time you come. 'You care about me', 'want to help me'? Please. You're clinging onto metaphorical ropes, thinking that I'll revert back to my old self. Well like I've stated before and shall state again in the past."

Doc Oct put a firm hand down on the table, looking Caroline straight in the eyes. "Doctor Octopus will **not** be 'cured'."

"Bu-but-" Caroline felt herself mumbling into the phone, her tears coming back from sheer fright and sorrow.

The cop on the other side put a hand on Doc Oct's shoulder, letting him know it was time to get off. He held the phone to his mouth one last time. "Leave your solicitation speech back home Caroline. If you even bother coming again."

Without another word, the Doctor got up and left the screen, leaving Caroline to sit there with the phone in her hands.

* * *

'I've….i've become a nuisance to him….' Caroline restated in her head, entering her lab where her test subjects awaited.

'Maybe it is time to give up,' she felt her mind saying in utter defeat before she gave out a shaky, tear filled sigh.

Caroline put down her purse that she had brought to visit the Doctor, looking to some picture frames she had put in for decoration.

One of was Penelope and Caroline when they were younger and with their mom and dad, another was of her and Otto shaking hands for the first time in his lab after getting her job. But the one she loved the most was the most recent one; her and Otto in front of Coney Island, all dressed up and looking silly, but their expressions of pure joy were priceless.

She sighed heavily, grabbing her clipboard with a sheet on it before heading over to one area of her lab.

Since her promotion, Caroline had a few extra hundred added to her research funds, as well as getting herself some better equipment. It had a lot of nice perks, but that didn't fill up the void inside of her.

There were 3 large machines to the side of the room, each with temperature controls and a glass pane to look inside. All three had the same lizard inside but with different temperatures and times to see how long the Serum lasted.

She checked the first machine, seeing that she injected vial #57 three hours before she left with the temperature at 24 F.

While Caroline could have argued that the lizard wasn't moving in its containment because it would have slowed to hibernate, the frost around its body couldn't be argued with. Then again, the machine also said that it didn't even last a second in the cold.

"Damn," Caroline muttered, scribbling down a big F for the vial. "I'm running out of lizards."

She quickly disposed of the lizard-cicle and cleaned out the first machine before heading to the second. The second machine told her readings from vial #74 two hours ago with a temperature of 10 F.

Again, lizard-cicle with not even a second to spare.

Caroline didn't even bother looking at the third one's readings before discarding that frozen lizard too, looking to her three machines. "Another unsuccessful day." Caroline muttered to herself, grabbing the three vials that sat outside of the machine before discarding them in a safe place.

She walked over to another wall in her lab, seeing a wall of test tubes filled with the blue serum, all with different numbers and different types.

'How am I still even working here?' Caroline asked herself, looking at her wall of shame. 'I can't even make a working serum…. Or cure my best friend…'

She checked the clock on the wall before looking over to some tables she had put together in the lower right of the room. There were tons of books on the desk about mechanical engineering, papers and notes almost covering the entire surface as small little constructions were scattered here and there on the table.

True, while a harness and mechanical spine being fused onto someone's skin was more of a biomedical thing, without the proper background in machinery itself Caroline wouldn't have a clue on what was safe to remove and what wasn't. Of course she could have asked the doctor for his help on these things, except when she did the man only scolded her.

What was once her little corner of hope now looked like wasted time and energy. Without even thinking Caroline found herself scooping up the books and papers before dropping them into the various trashcans around the place. 'You don't want to be cured? Fine, I'm done.'

Caroline wanted to walk away, wanted to forget all about Otto and his hurtful words. But looking back into that trashcan, it was like she had thrown away part of her.

Her eyes widen with sudden realization, 'what did I just do?'

She quickly grabbed the books and crumpled papers from the trashcan, trying to put them neatly back onto her tables. 'I can't let him go that easily! Otto needs me! If I don't help him, no one will, and then…he'll be like that for the rest of his life.'

Caroline looked to the floor, 'sitting in a cell for the rest of his life…I-I can't lose him again…'

Caroline sighed; suddenly feeling herself put her weight on a nearby table so that she didn't collapse. She struggled to keep herself up, her head feeling very light, 'N-no…not another blackout…'

Caroline stayed in that position for a few minutes, trying to calm her mind and have the energy to get herself back up. With sorrowful realization, Caroline made the decision to leave for home and get some rest. She quickly turned off most of her machines before leaving, heading over to the third machine when she stopped, her eyes widening.

Vial #82 had lasted 10 minutes before the subject froze.

Caroline didn't even know what to say, her instincts immediately kicking in as she rummaged through the chemical waste basket for the vial. She got it out; making sure the vial wasn't cracked before setting it on her table.

This was it. This was her formula. All she needed to do was focus on lengthening the time and soon she'd have her serum.

'I-I'm doing it,' Caroline could hear herself think. 'I'm making progress!'

Her thoughts turned to the time again however, as it was already lunch time. She sighed, knowing that she should still stick to her original plan and go to bed.

Caroline shut down the last of her machinery for the day, switching off the lights before looking back to her big lab. 'Hold tight Otto… There's something I need to finish…'

* * *

For the next several days Caroline held herself up in her lab, even going to such lengths to get a blow up air mattress and bring some clothes so she wouldn't have to leave.

She went back over her complex formulaic equations, singling out the lone chromosomes that helped change the bloodstream before expanding upon them to make them more stable. She created dozens of serums from multiple batches, lining her wall once again with the new green liquid. Each one held a different amount of lasting time frames.

However, Caroline assumed that she'd run into some batches that's effects would never wear off. So she started work on an antidote; one that would clean out the serum from the subject's body in a matter of minutes.

Caroline did nothing but eat, sleep and breathe Science before coming to a very important test trial on the sixth day. It was a cold fall's morning.

It was finally Tom's turn, her first gecko.

"Steady, steady…" Caroline mumbled to herself, picking up the gecko with a rubber glove as she held a syringe filled with the serum in another. She turned Tom over, injecting the serum into the underside of his belly before placing him gently into one of her temperature machines.

Making sure she set the timer for 10 minutes, the machine slowly kept lowering its temperature, humming like it always did. Caroline eagerly waited, not even taking her eyes off of the lizard, before she heard the timer go off.

She looked up to see the results.

-10 F.

The lizard was alive and active.

"I-I did it!" Caroline screamed, unable to contain her excitement. "I did it! I created it! I have finally grasped sub zero stability!"

She yelled as loud as she could, screaming in pure happiness and joy. "I-I have to call Mr. Osborn! He'll be so pleased to-"

And then she felt her pure bliss disappear, staring intently at the photo of her and Otto together. The words came back, as if she was reliving the night again.

'He… he couldn't be telling the truth…' Caroline felt the thought flutter into her head. 'I believe him… and I don't… Mr. Osborn has been so generous to me…. But Otto…. Are you really warning me?'

Caroline looked back to Tom in the machine, watching him crawl around in such cold air, before looking to the Serums on the wall. If she did tell Mr. Osborn… what would happen? She didn't know who was lying anymore.

But there was one way to find out.

Caroline heard the clicking of her heels as she walked over to the machine, inputting a 10 minute timer before quickly pulling tom out and injecting him with her test trial antidote. He squirmed in her hands. "I know you don't like it, but it's for your own good if you want to run in the sun again." She muttered to the gecko, placing him back into the machine.

Caroline didn't even register putting the vial of antidote in her lab pocket before grabbing her purse, passing by the photos one last time. 'I'll get to the bottom of this.'

Caroline turned off the lights and left to a cold wind chill, not noticing that she had overlooked the timer set on the machine. What should have been 10 minutes to warm up the machine was instead 100 seconds, as the temperature started to climb. Tom frantically moved around in the machine before he slowly started to stop and came to a dead halt when the machine reached 70 degrees.

* * *

Caroline wasn't good at getting directions.

She drove nearly all around Manhattan since Google map wasn't helping. Then again, when the only thing you had to go off of was an old store name, she could see why it didn't come up.

Eventually she had been driving for so long that the sky was clouding up for rain and her morning had turned into a cold afternoon. Her trip wasn't all a failure though as she found herself finally seeing the store in front of her window.

LTL Body Shop.

Judgment time.

Caroline parked her car in the open vacant lot in front of the shop and got out, pulling her lab coat a little tighter around her body. The place alone gave Caroline the creeps, making her car seem all the more comfy and safe.

'No,' she told herself, taking small steps towards the abandoned store. 'I have to see this through. For my sake.'

It took a little courage and some faith before Caroline finally opened the front door and went inside. Little did she know she was being watched from another car.

"Looks like he was right. She did come, though it took forever."

"What did you expect? Call the man up and get him down here. I think he'll want to catch her in action."

Caroline starred into the darkness that was the old building with nothing but the faded light leaking in through the windows to give her something to see. The place was filled with old parts and machines, but the cobwebs and dust suggested that no one had been there in a while.

This was looking pretty grim for Otto's case.

'I should have known,' Caroline stated to herself. 'He lied to me before, it would make sense for him to lie again.'

She sighed, 'I should get out of here before I get mugged and robbed.'

Caroline started to leave for the door, when something caught the corner of her eye.

It was a control panel in the middle of the room, one of the buttons giving off a gleam from the sunlight that came from a top window. That didn't look dusty and old.

Caroline walked over to the contraption, wondering if she should press the button. Just what would it do? Nothing? Something? Something really bad?

She made a decision and pressed the button.

Silence, and then, a piercing grinding noise. Caroline gripped her ears, watching as the very floor around her became sectioned off into a huge square, before being dropped down.

"A-aaah!" Caroline yelled, watching the 'ground' floor go above her and out of reach, lowering deeper into unfamiliar territory.

'I'm going to die, I'm going to die, and I'm going to die.' Caroline's thoughts screamed, the frightened woman shrinking into herself, before she finally felt the ground below her stop. She opened her eyes.

It seemed as though Caroline was now in some sort of underground tunnel, noticing a metal door with an EXIT sign to the side. She quickly rushed over to the door, terrified to even be down here when she stopped. She looked back to the dim lighted tunnel. This was her one opportunity to learn the truth, she couldn't waste it.

Caroline felt herself let go of the doorknob before taking one huge deep breath, heading away from the exit and down into the hall. There were many other doors down in this tunnel, but they were all locked, save for one.

'This can't be real,' Caroline's thoughts pondered, taking the latch into her hands, 'this can't be true.'

Caroline opened the door and entered her own hell.

It was a lab. A beat up, misused, hastily put together lab. There were several tools and surgical items scattered around the place and even a thick glass wall to the side. One for observing.

"No." Caroline breathed, backing away from the room. Everything was wrong, her false sense of safety being peeled away. Otto was right about everything. "No.. No it can't be."

"Oh, but it is."

Caroline shrieked, turning to the voice as her eyes widened in horror. It was Mr. Osborn at the door with two cops behind him.

She couldn't even say his name.

"See what I said gentlemen? Everything I told you was true and that she'd eventually return to her hideout."

"M-M-M-M," Caroline mumbled, unable to register words at the time.

Mr. Osborn looked her straight in the eyes. It was full of disgust. "You didn't think I'd catch on? That you stole several of my machines to create this make-shift lab and experiment on humans? Your days of harming mankind are over 'Doctor' Belle."

Caroline didn't know what to do. She didn't know what to say. Everything was happening so fast, but her brain did pick up one thing. She was being framed. He **knew **she would come down here.

With her brain practically melting into a sad pile of mush, she quickly regained herself when Mr. Osborn cut the silence. "Arrest her men."

Without even a second thought Caroline felt herself tackle Mr. Osborn, pushing both her and him out of the room and into the open before she caught her balance and ran for the exit.

"Stop! You're under arrest!"

Wearing heels made things incredibly hard, Caroline being forced to remove them one by one before throwing them back at the cops in an attempt to slow them down. She tried not screaming in horror, she tried not crying and curling up in some corner. She had to act and keep moving, or else she'd wind up in a Jail cell for nothing.

'The talk,' Caroline suddenly connected, running to the exit just as she opened and closed the door. When being supplied a lock for the door, Caroline didn't waste time turning the knob to lock it before taking off again, hoping that it would stall the cops for a bit. 'Mr. Osborn knew I was getting suspicious, so he arranged this in case I went snooping. I fell right into his trap, no, I fell for my own trap. I should have never trusted him.'

Caroline soon exited out of the staircase and back into the shop, her feet screaming with a burning and stabbing sensation but she couldn't listen to it right now. She ran across the glass filled floor of the store before one of her feet gave away and smashed her into the ground.

While some of the glass that Caroline fell on never made it through thanks to her clothing, most of it did as Caroline instinctively screamed in pure agony.

'I can't stop!' Her thoughts repeated, fueling the fear inside of her as she struggled to get back up. She eventually did before hearing the door downstairs being pried open. She sprinted out of the store, feeling the icy rain and winds tear at her very soul. She saw the lone cop car in the distance that was watching her earlier before running to her car and starting it up.

"This can't be happening," Caroline heard herself say out loud, her fear amplifying her voice. "This can't be happening!"

She floored it just as she saw the cops run out of the store, guns out and ready to shoot.

They only got to hit the back of the car a few times before Caroline was out of sight. "Get into the car!"

One of them rushed over to start it, as the other noticed Mr. Osborn coming out of the store rather slowly, putting away a cell phone. "Who'd you make a call to?"

"Oh, just some friends." Mr. Osborn casually said. "Now go catch her before she wreaks more havoc on society.

* * *

Caroline's life was over. She now truly understood the statement, 'Curiosity killed the cat'. Well it was about to kill her too.

'What do I do, where do I go?!' Caroline screamed in her head. 'I could go back to my apartment and gather my things and book the next flight out of New York, but, but I can't run! My life is here, over! All my friends, my family… Otto… I'll be made out to be a monster now.'

Caroline felt her tears coming back up, her fear continuing to influence her reckless driving. 'I can't go to jail! All I wanted to do was help mankind!'

Her heavy sobs came on before she yelled in both pain and sorrow, "I'm innocent!"

The next thing she knew she had slapped herself across the face, hoping that that would get her somewhat under control. She took deep heavy breaths, not even bothering to stop for the red light. 'What do I do, what do I do?!'

Her eyes went to her phone, picking it up as she dialed the first number that came into her head. The tone on the other end sounded hushed and angry.

"Caroline! **Not **the best time to call." Penelope's voice growled.

"Penelope! Call the cops!" Caroline yelled into the phone, her nerves making her feel like puking at the moment.

There was stuttering on Penelope's end, "C-Call the cops?! Are you serious?! I'm not really in the position to do so, let alone would I!"

"You have to!" Caroline continued, her voice cracking. "I-I've been framed, and now my life is over! And, and he was right Penelope! The entire time!"

"Woah woah woah what?! **Who **told you what?! And why can't you call the cops yourself?!"

"Because I called you!" Caroline yelled, immediately seeing the stupidity of her choice.

"Then hang up!"

"No!" She could hear her voice starting to tear up. "I-I want to hear your voice Blaze… I'm so scared."

There was dead silence for a few seconds, before Penelope's voice came on again. "Just, just calm down Caroline. It'll be ok."

"No, no it won't." Caroline realized, her heart inside hurting, "I set up my own demise Penelope. I was stupid, and innocent and…and weak…"

"Enough of that talk," Caroline heard her sister's sharp, threatening tongue. "I've heard one weakling talk the same way, I won't let you end up like him."

Caroline then heard a third voice in the background, but was unable to register the words. Penelope came back on, her voice sounding almost upset. "I-I have to go Caroline."

"No, please don't!"

"I have to…. I love you Coraline…"

The phone conversation clicked off, leaving Caroline all alone. What to do now…

Caroline looked to where she was going, almost frightened that her body had auto piloted her around the neighborhood of her lab. But when she thought about it, she was extremely grateful.

Being bloody, cut up and freezing, Caroline burst into her lab, looking at all of her progress, all of her hard work.

It would all have to disappear for good.

'With me out of the way, no one would stop Mr. Osborn from stealing my research, just like Dr. Toomes,' Caroline's mind raced, just as she grabbed a sledge hammer she had hidden behind the door. She walked over to her beautiful temperature machines. 'But I won't let him have the satisfaction.'

She took one last look at all of her work, feeling her anger, sadness and pain all rise. With a loud scream she brought the hammer down on one of them and started to destroy her work.

She tipped over tables, beat the machines to death if they were alive, all the while letting out everything in screams. Caroline stopped though when she heard the doors to her lab get smashed in, four figures walking in from the chilled thunderstorm.

It was Mr. H with Matches and her two goons.

"You should have just listened to my threats," Mr. H hummed before looking to his men. "Make sure she goes up with the lab."

If Caroline's eyes could have gotten any wider today, they would have. She was about to be murdered.

The first two goons slowly started to approach Caroline, who kept backing away. "Aw, what's the matter Ms. Belle? We just want to talk."

"Yeah, about what flowers you want on your grave."

Matches groaned by such bad jokes, Mr. H looking in her direction. "Well?"

Matches opened her mouth to say something, before stopping and deciding another choice. "I couldn't agree more."

She took a step, "Ratta! Tatta! Get your sorry excuses over here. If you're cracking jokes like that, then you don't even get the rights to clean her clock."

The two goons stopped, looking to their leader. "Come on Matches! Let us have some fun!"

"Yeah! We haven't done nearly enough ever since you left us for jail!"

Matches took another step, striking fear into the two men. "Stand down, now. You can start fueling the place." She eyed Caroline. "Watch how a real pro does things."

The two goons, Ratta and Tatta, obviously upset and disgruntled, stepped away before Matches started walking over. She turned some dials on her gloves, steam coming out of a few sockets. Caroline watched with nothing but fear as her hands lit up into colorful flames. Matches smirked, "Run mouse."

Caroline didn't need to be told twice. She sprinted out of the way just as Matches came down, knocking over a table in the process of doing so.

'Don't stop running, don't stop running!' She heard inside of her, not even daring to look back as she could feel the woman catching up.

While Caroline was running for her life, she didn't notice the other two goons running out of the lab before coming back with tanks of gasoline and started to pour the stuff around the place.

Caroline then saw something swoop over her, Matches landing right in front of her body and immediately swiped at her head. Caroline ducked the incoming swipes, backing away before running again.

Matches this time turned a different dial on her gloves, watching Caroline speed around the room before she started throwing fireballs in her direction. Ratta and Tatta had to drop to the ground to avoid the fire as Caroline could feel the intense heat behind her from barely dodging. However the machines behind her set ablaze, black smoke starting to fill the building and making the room all the more hotter.

It made it worse when some of the fireballs hit the gasoline too early. Caroline stopped just in time as a wall of fire blazed to life in front of her. Matches goons yelled in fear before getting out of the way.

"Matches you idiot! You set the place too early!" Mr. H cried, but Matches wasn't listening for the time being as she kept throwing fire. Windows were smashed and the violent icy wind broke through, making the whole room chilled.

"Hold still!" Matches yelled running towards Caroline as she swiped at the poor Doctor. Caroline noticed Matches hands coming down, and she tried to avoid it as best as she could. But she had delayed her timing too long and the hands caught her arms. The mobster's eyes widened, as if they never meant to grab them.

Caroline screamed as the fire lapped at her coat and arms before she kicked Matches away, taking the lab coat's sleeves with it. Caroline looked to her arms, all cut up and now burned as she struggled to keep herself going.

She looked at the destroyed room. Half of her stuff was now set ablaze, beakers smashed, notes slowly burning. Is this what she truly wanted?

"Matches!" Mr. H yelled, as the poor woman just looked to her burning hands. For a second, Caroline almost swore there was pure regret on the mobster's face.

"I'll finish her myself!"

Caroline turned to the voice, but never saw the figure before being hit across the lab. And into the wall of vials.

She heard a sickening crack, the world around her becoming blurry and fuzzy. She felt as if thousands of needles were being stabbed into her skin all at once with a shower of something being spilled all over her, getting into her cuts and mouth and eyes.

Her body fell to the ground, the shower of liquid and needles nonstop as she could barely move. Her eyes were unable to open anymore, all the while screaming.

"Finish her Mr. H!"

"Gladly… hey, what's that sound?"

"Sirens! Someone called the cops!"

"Let's get out of here! …Matches! Get moving!"

Caroline tried moving her hand, the world unregistering anymore. It felt as though a cold, prickly, icy blanket was surrounding her, freezing her very bones and blood stiff.

To say the least, Caroline was scared, but also comforted in a strange, sorrowful way.

'It's all over.' Her thoughts came slowly one by one, as she struggled to open her eyes, 'all the work I've done, all the people I've met. Gone.'

Caroline finally managed to squint her eyes open to see her broken picture frame several feet away. Coney Island.

'Oh Otto, I should have just told you my feelings right then and there. I don't care anymore about what you did, I just wanted to be with you.'

Caroline could hold on no longer, feeling everything slip away. 'If I had one last chance, I'd do things over… one….last…chance…'

* * *

The thunderstorm had stopped by the time the sun went down, but the icy winds still stayed over the Manhattan Prison facility. Inside the inmates were 'comfortably' relaxing and getting ready for bed. Well, almost all of them.

"What time is it Doctor Octopus?" Dr. Toomes asked from his sitting position, as the Doctor sat on his own bed. "I'm getting restless from being grounded for so long."

"Patience Vulture," Doc Oct hummed, checking his watch. "We have but 3 more hours until the deed is done. I advise you to relax and think on your part."

"How went the visit from Dr. Belle?" Vulture suddenly asked, "You seem more disgruntled each time you come back."

"What was once small slivers of hope has turned into a repeat of weakness and annoyance." Doc Oct replied, showing some contempt on his face. "I won't be surprised if she tries visiting tomorrow with the same song-and-dance. Then again, I won't be around to sit through it. One of the many perks to this ingenious plan." He said with a chuckle.

"I'm surprised she was ignorant enough to stick around at Oscorp." Vulture said, leaning back in his bed. "If she didn't learn from my suffering than she deserves to be ripped off."

"Indeed."

The two then heard the sound of cops coming down the hall, "Alright you two, through this hall. We got a cell on the other end of the room."

"This should be interesting," Vulture surmised, the two getting up to watch. "I wonder who it is this time. Probably some more of the Big Man's goons."

"Perhaps. I'm betting on-" But Doc Oct never got to finish his snarky reply. Instead he watched in surprise as the three cops passed by their cell without another glance. It was the prisoner they had chained up that gave him the shock.

It was Caroline, strapped to an emergency bed as she was dressed in the orange jumpsuit attire. Her skin was sickly and chalk-white pale while her hair looked dead; baring the same white that was now her skin color.

"Carol…no…" Doc Oct surprisingly heard himself mutter, feeling for the first time since his awakening a sensation he had almost forgotten. Sorrow.

"Carol? As in Caroline Belle?" Vulture asked, as Doc Oct just watched the men roll her down the hall.

He was silent for almost a minute before turning to his inmate. "There's been a slight change in plans, Vulture."

"Are you serious?" Vulture replied, looking very upset at the Doctor. "We are not throwing away your plan for some washed up scientist!"

"I never said that, did I?" Doc Oct asked threateningly, looking back down the hall. "We'll just be picking up one extra prisoner when we depart."


	9. Jail Break

**Chapter 9**

All Caroline could feel was nothing, like her entire body was numb. It felt as though her body was forever floating in a black limbo, where even the slightest thought was hard to muster.

Slowly though, she tried getting up, opening her eyes. Anything.

'What…what happened…' Caroline thought to herself before that thought was diminished with soaring pain.

Her eyes slowly opened to see a dismal; gray stoned ceiling "I…. I'm alive…."

The words finally connected in her brain. "I'm alive! Oh my goodness, I live!"

"Hey! Keep it down! Some of us are trying to sleep!"

Caroline sat herself up before doubling over in sheer pain. Her whole entire body ached, but, what worried Caroline more was where she was.

It was a small, damp cell.

"No…" Caroline breathed, noticing the bright orange jumpsuit adorning her body. "No no no no!"

Caroline grabbed her scalp before her mind stopped. Her hair… it felt so dry…

Caroline tried to take a piece of it before noticing her hands, yelling in fright. "My…my hands!"

She looked to her sickly pale skin, noticing she wasn't wearing any shoes before grabbing a lock of her hair, getting even more scared. It wasn't white with age, it was white with decay.

Caroline shook her head, dropping her hair. "Wh….what happened to me?!"

"Hey!"

Caroline jerked, shrinking a bit as a cop was at her cell now. "Pipe down Belle."

"S-Sorry…" Was all Caroline muttered before he gave her a look, leaving her to sit and think.

She raised her fingers to push her glasses up, when her hand stopped. There was nothing on her face. 'I-it can't be… my eyes….' Caroline looked around the room, now looking at everything in more depth. She hadn't had perfect eyesight since she was a child, and now she could see perfectly without her glasses.

It didn't matter though; Caroline was still caught and sentenced to jail. Furthermore, something happened to her body that she couldn't recall. She strained her brain for answers.

'What happened… that Matches person burned my body and then…then…' Caroline struggled to remember, before looking to her skin again.

Her brain suddenly made a connection, 'the serum! Some must have landed on me during the brawl!'

She racked her brain. 'I have to find one my antidotes, then I should be cured… but…' Caroline then looked to her location. 'I won't be getting out of here soon…'

The situation finally started to settle in as Caroline felt a bit light headed, 'This is all my fault. I brought myself to this mess… if only I had another chance…'

Then it happened. Caroline heard something outside explode before the lights in the building flickered on and off for a few seconds, before going off entirely and being replaced with red lights.

Caroline stepped off of her bed, having a hard time keeping her balance while struggling with her aches. She felt her lungs heaving for air, sweat starting to form on her body. She felt like she had the flu.

She made her way over to the bars, looking out for any signs of something happening. Was someone breaking out? Did this happen often? She certainly hoped not.

When Caroline noticed no one coming down her hall, she made her way back over to her bed, sitting down and trying to catch her breath.

"Hello Caroline."

Caroline's eyes widened, looking up to the source as it was none other than Doctor Octopus at her bars. Free.

"O-Otto?" Caroline asked, bewildered.

Doc Oct didn't answer, turning to someone next to him. "If you would be so kind."

The other figure stepped forward before ripping the whole set of bars right off of the wall, frightening Caroline. Rhino looked to her with beady eyes.

"Why am I doing this?" Rhino asked the Doctor.

"No time for questions Rhino. I'll meet with you and the others soon."

Caroline slowly got up when the Doctor ran in, stopping for a brief second as he looked almost…flabbergasted. Their eyes connected for a brief second. "I never thought I'd see you in the same state as I."

Caroline opened her mouth to say something, but she didn't have time as the Doctor took her hand and ran with her down a different hallway.

"Wh-Where are we going?!" Caroline felt herself asking the Doctor. Whatever Doctor Octopus had in store for her, it didn't make Caroline feel anymore safe than she was in her cell. It made her insides churn more than it wanted to already.

"The better question to ask my dear is, 'where are you going?'" He stopped near a door at the end of the hall, making sure it was unlocked. "Follow the halls to the end. There you will find a dock with a boat. Wait for me to come there. Should you not show when I arrive, then I will have no choice but to leave without you."

He was breaking her out of Jail!

"I can't break out of jail!" Caroline suddenly felt herself yelling at the Doctor. "I'm a law-abiding citizen! I-I'm not a villain!"

"You wish to stay here then?" Doctor Octopus asked with a bit of bark in his tone. "Consider your options Caroline, and take the one that is offered to you."

"Bu-but…" Caroline heard herself muttering before Doc Oct raised his eyebrow. "We shall meet again soon."

He then ran back down the hall, leaving Caroline to look back. She didn't know what to do, should she really break out? But… that would be wrong of her… then again, she was in here for nothing. Without realizing it, Caroline felt her hand place itself on the door and opened it before running through.

She didn't make it far before her vision went double and she crashed into the wall next to her. Caroline heaved, holding onto the wall with all of her weight. She felt so ill, so dead.

Caroline clung to what she could, finding a door that read: Storage Facility. 'There might be something in there to help me.' Her thoughts pondered before she slipped through the door. Inside was what she didn't expect.

There were hangers holding different articles of clothing, while lockers to the side held various items. She recognized one piece of clothing immediately. "My lab coat!"

She wobbled over, looking to the torn piece of smudged, blackened cloth. Her eyes reflected her inner sadness, remembering all of the pain and agony she experienced before she had awoken. Just seeing how badly the coat was shocked her, before she felt something in one of the pockets.

Her hand pulled out a vial. "M-My Antidote." She whispered, looking to the fully filled vial. "There must be four doses in here!"

Quickly proceeding, Caroline opened the glass before drinking enough for one dose, gagging a bit on the taste. "Oh… I'm glad it's better for injections."

She looked to her hands, a smile slowly proceeding. 'In half an hour I should be cured. Now, it's time I got out of here.'

Caroline pocketed the vial before quickly exiting the room, leaving her lab coat behind as she followed the Doc's instructions.

Caroline wondered where the guards were at, feeling too eerie to be going down such a deserted hall. Shouldn't they be on duty?

She kept running though, stumbling here and there from her light head before exiting the prison to a small docked area. Just beyond her was Manhattan aglow, sparkling with its nightlife.

"It seems you did not disappoint."

Caroline turned to the source, startled as 6 men ran towards her. She recognized a few like Doctor Octopus and Rhino, but the others were a mystery, like the man who wore a green suit and a red-haired guy. Dr. Toomes was also one of the few, as well as Sand Man who looked a bit surprised to see her there. Some of them also held silver cases, which made Caroline curious as to what was inside.

"H-Hello…" Caroline said with a small shriek before the backdoor to the prison burst open, "There they are!"

"This way my dear." Doc Oct said, the 6 men running onto the docks as Caroline followed. They piled into the boat, the driver making sure everyone got on board before hitting the gas and sending the 7 off.

The cops fired at the boat, but by then they were too far away for any of the bullets to hit. Caroline looked back to the prison as the boat sped off. Almost a week ago she came there as a normal citizen, now she was running away like a criminal. Even worse, she was now in a boat full of actual criminals, ones who wouldn't think twice on hurting innocent people.

"Hey Doc, who's the woman?" Came an unfamiliar voice. Caroline turned to the source, the man with the green suit, who eyed her with suspicion.

Caroline was about to introduce herself, but Doctor Octopus beat her to it. "Just a former colleague of mine, Electro. She seemed like she needed a hand, so I gave her one."

'Electro… why is that so familiar,' Caroline pondered, looking to the man named Electro. Suddenly it hit her, her eyes widened as her voice picked up. "Maxwell!"

Electro did not look happy to be called that, as his piercing eyes sliced through Caroline's. "Don't call me that! It's Electro!"

She shrunk back a bit to the tone, but continued. "N-No, I know you! It's me, Caroline Belle!"

Electro's eyes went from hatred to pure shock. "Doctor Belle?"

"Hold up now," Came a third voice, as the two looked to the red-haired man. He didn't look to happy to know who Caroline was. "You're Caroline Belle? Ever since you showed up, you've been making things hard for The Big Man."

Caroline's eyes widened, feeling petrified to be in the presence of another one of the Big Man's goons.

"Calm yourself Montana," Doctor Octopus started, looking to the man. The Doctor then proceeded to open up his case, rummaging through a few things. "I'm sure after her latest events; she won't be picking fights with Mr. Lincoln anymore."

"The Big Man is _The _Mr. Lincoln?!" Caroline asked to really no one in particular. The thought alone confused her enough.

"The razor sharp teeth didn't clue you in?" Vulture said sarcastically, as Caroline just looked out to the waters in embarrassment. Suddenly something came into her head.

"How did you know about my troubles with the Big Man?" Caroline asked Doc Oct and Montana, confused.

Doctor Octopus didn't even stop what he was doing. "Prison gives you a lot of opportunities to speak with people you wouldn't have before. The information one can give, it's sometimes beneficial."

Montana gave a wave of his hand. "How do you think we got this here boat and our stuff? Big man has eyes and ears everywhere, not to mention, he lets the boys and I know if we need to target someone next."

"Oh." Caroline muttered, now looking to all of the guys, whom were looking at her back. For first impressions Caroline wasn't doing so well, as the 6 immediately got a sense of absolute fear radiating off of her.

"So why did we pick up this lady?" Sand Man asked, looking over her as Caroline felt herself curl up in her seat. "She looks pretty useless."

Doctor Octopus looked to the rest of the men, all starring at him with the same look of curiosity. He took a breath. "Like I stated before; she needed a hand, so I gave her one."

'So he did appreciate the times I came,' Caroline thought to herself, a small smile protruding its way through her scared exterior.

"Well I still think we shouldn't have picked her up."

Caroline's smile faded quickly before looking over to the voice. It was none other than Dr. Adrian Toomes, the Vulture, sitting in the row in front of her. He also did not look happy with her, "You were a fool to trust in Osborn! With you out of the way, I'm sure he's making profits off of your Serum by now."

Caroline wanted to jump out of the boat, feeling so threatened and small with all of these other big-timers around her. She tried to find her voice, something that could tell him she didn't do that, but all that came out was her stumbling all over her sentences. "Well… I didn't… I mean…"

"Maybe Doctor Belle didn't know."

Caroline looked over to Electro who was the one who spoke out. The Vulture just gave a disgusted, 'feh' before turning back in his seat.

Caroline took this chance to finally get a good look at Electro. It was a relief to see him again, but she felt sad for his state, "Ma-Electro, it's good to see you again."

"You two know each other?" Sand Man asked.

Electro was about to answer, but Montana got his voice out faster. "We're about to hit the shores soon. I suggest we cut the chit-chat for now on our little miss and find a place to hide."

"Agreed." Doctor Octopus said, as the men got ready to depart.

* * *

It wasn't long before the boat docked on a deserted dock, the men wasting no time getting out and running. Caroline struggled to get out of the wobbly boat. She eventually stumbled out and onto the dock, standing up as she watched the guys run off.

"Come on Doctor Belle. You coming?"

Caroline looked to the source as Electro waited behind her. "I-I guess so."

Catching up to the 5 wasn't hard, Caroline soon feeling more awake and refreshed. 'The serum must be kicking in now. Any minute now and I'll be back to normal. However,' she looked to the men in front of her, 'I don't understand, why are they still together? What are they up to?'

"So, are we just going to find some abandoned warehouse?" Sand Man asked, the group stopping behind a building as a cop car went by before resuming their sprint.

"If things go according to plan, then Electro should have found us a place." Doctor Octopus said, looking to the young man, who only nodded.

"There's an old hotel just a few more blocks down. I made 'arrangements' with the construction company to keep it up a few more days."

"Excellent Electro, you do not disappoint."

"Will you quit yapping and keep moving?" Montana yelled behind, Electro only just glared at the thick-accented man. "We're trying to be sneaky, not wake the whole town with our location."

"I didn't think we were." Rhino added, only for The Vulture to roll his eyes.

Watching these men bicker it out was a bit amusing for Caroline, but she had to keep focused.

In half an hour and practically silence from the guys, the group eventually came upon the small building next to the ocean. It was only 3 stories high with worn paint and a dead landscape. Looking from a distance, the doors were barred and some of the windows were knocked out.

"We can't get in." Caroline heard herself mumble, surprised that she felt disappointed.

Suddenly she heard a laugh before turning her attention to Sand Man. "Are you kidding? This should be easy. Watch and learn lady."

Making sure no cops were in the area, the group ran over to the building, going past the front entrance before stopping at the side. Sand Man eyed a knocked-out window on the second floor, turning to Caroline, "See how the Sand Man does things."

His body then collapsed into sand, stacking on top of itself before making a makeshift ramp right up to the window.

"Ladies first." The ramp of sand replied, before everyone turned to Caroline. She took a small gulp.

Quickly testing the sand, Caroline walked up the steep ramp, practically surprised that the sand was able to hold her weight. Before she knew it, she was at the open window, slipping herself inside and into the dark, spooky bedroom.

It definitely screamed creepy and old, cobwebs lining the corners. With what little light the moon gave at this hour casted shadows on the walls. Caroline didn't know if she wanted more light, or none at all.

"Move it." She heard, being shoved out of the way as Montana and the Vulture stepped into the room as well. Caroline quivered next to the two, taking a few steps away before Electro and Doc Oct helped themselves in.

"I don't think I can make it up there." Rhino said from below, as Caroline poked her head out. It seemed as though he was trying to get on the sand ramp, but with painful yelps coming from the pile, it didn't seem to be working. "Knock it off O'hirn! Ow- you're going to crush me-ouch!"

"Sorry." He grunted, taking his weight off of the sand before Sand Man changed back to himself. He looked up to Caroline. "Hey, girly. Do us a favor and open the front for us."

"I could just smash it in." The Rhino piped up, before they heard a shocked, "No!"

Before Caroline knew it, Doc Oct was poking his head out as well, "We need to look as inconspicuous as possible. Should the cops come around, they're most likely to check this vicinity out if the front doors have been torn open."

"Aw, but I wanna." The Rhino whined just as Sand Man looked to him. "Don't worry bud, you'll get enough of that when we get to take down the web head."

"Web head?" Caroline asked, looking over to the Doctor. He was gone at that moment though; her heart feeling a bit pained to see he had left.

"Hey! Are you going to make us wait?" Came Sand Man's annoyed tone. Caroline was snapped out of her thoughts, calling down, "S-Sorry! I'll be right on it!"

"Hurry! I don't know when the cops are going to be here!"

"We could just smash those guys in."

"Yeah, that'd be fun."

Caroline, assuming that the conversation was over, decided to bring herself back into the hotel before leaving the room in a hurry. She didn't want to keep guys like those waiting.

She skidded out of the room, seeing Doctor Octopus going down a separate hall. "O-Otto!"

The Doctor stopped for a second, turning to Caroline before letting out an annoyed sigh. "If you must call me that. Yes?"

"A-aren't you going to help me find the front door?" Caroline asked while her former friend starred her down.

"I'm sure you'll be able to do it relatively quickly my dear." Doc Oct said, turning his back to her. "I have more important things to attend to at this point in time."

Caroline looked to the suitcase, wondering if that's what he meant before he resumed his walk away.

"O-ok then…"

Caroline, without another thought, went off to find some stairs to bring her down to the second floor. It wasn't too hard to find them; however Caroline opened several different bedroom doors before finding it. 'This hotel is so different than other ones,' Caroline thought to herself, closing another bedroom door. 'The doors don't have those key card security systems on their door knobs, just a simple lock in the back.'

Caroline, finding the stairs, made her way down and to the first floor before looking back up, 'The stairs too are also open and not secluded, and it doesn't look like there's an elevator in sight. This place must have been a family owned hotel, or just that old. No wonder it's up for demolition.'

Remembering that two criminals were waiting outside for her to let them in, Caroline quickly ran over to the doors, seeing that they were boarded up on the inside as they were on the outside.

"Hey! You at the door yet?" Came Sand Man's voice, as Caroline saw him at the window next to the door. She came into view, "Y-Yeah! Give me a second!"

"Man, I hate this sneaking stuff. Not enough destruction and mayhem in them." She heard Sand Man grumble to Rhino, before he picked up his voice. "I'll start getting the boards off on the front, see if you can get them on the inside."

"O-Ok!" A thought then occurred to Caroline. "H-Hey… Sand Man?"

"What?"

"Can't you just… go through the cracks or an open window?" She asked, looking for a board that she could grab hold of without giving herself a splinter.

There was silence for a few seconds before there Sand Man spoke again, "Hey... not a bad idea! However Rhino would still be stuck out here, so I'm ok with waiting a few more seconds. If you can get these boards off fast enough."

"P-Point taken."

Caroline, noticing that she had to get these guys in, took a deep breath. 'I'm becoming an accomplice, but I had the chance to run earlier and I didn't. I'm going through with this now. Well… I hope the little effort I put into getting muscles my whole life worked!'

Caroline grabbed hold of one of the boards, beginning to pull when the board snapped off and sent her stumbling backwards. "A-ah!"

"You ok in there?" Came Sand Man's voice, but Caroline didn't hear it. She starred at the board, 'Did I…just rip this off? Easily? ….Wow, I must be stronger than I realized!... or the boards are just that old, but I'm going to go with me being strong.'

When Caroline came out of her thoughts, she heard a ripping noise from the other side of the door and continued. In a matter of seconds the doors were clean of boards and Sand Man opened them wide. He called out to the side. "Ok Rhino! Get your big butt in here!"

"Hey! It's not that big."

"Says you."

Caroline watched as Sand Man and Rhino stepped inside before Sand Man closed the doors behind him. He looked around. "Man, this place is a dump. Couldn't that spark-y guy find a better place to pick?"

"I-I like it." Caroline quietly said, "At least we have beds."

"Yeah, I guess." Sand Man then started to look around.

Rhino went for the stairs. "I want to see the other floors."

Caroline stood there for a few seconds before her brain registered what Rhino was about to do. "W-Wait! Stop!"

But she was too late. Sand Man, her, and practically the whole establishment heard the sickening CRASH that came with boards being snapped in half. "Oops."

Caroline looked to the damage, which wasn't a lot, just the last step was broken as Rhino took his foot off.

"You might need to just stay down here Rhino." Caroline said, looking to the massive human being. She couldn't believe that a month ago she tried calling the cops on him. Then again, things were simpler back then.

"Aw," The Rhino complained, while Sand Man came over and put a hand on Rhino's shoulder. "Hey, it's not a problem. We'll just move a couple of mattress down here and boom! You'll have your own little room. Well, probably more of a big one."

"Hey!"

The three looked up to the voice, as Electro stood over one of the banisters starring down at them, "It's getting late; we should probably start planning on what we're going to do tomorrow."

"Doesn't the Octopus already have one?" Sand Man asked, as Electro's grip on the banister got a bit tighter.

"That's _Doctor _Octopus, and he said that it'd be better if we were all together to figure out what would be the best strategy."

Again, Caroline felt herself ousted. "What about me?"

"Doc doesn't want you in the fight just yet. Maybe it'd be best if you turned in."

Caroline felt her nerves starting to act up. Plans? Strategy? Just what were they up to? And now she was a part of it, but apparently the Doctor didn't want her in just yet. Still, to know that you are giving a hand…

"Alright." Caroline said, getting a few steps up the stairs. "I'll see you all tomorrow."

She made her way up the stairs, finding herself soon next to Electro before passing him. She decided to take one of the vacant bedrooms that didn't have cobwebs in it, sitting down on the lumpy, old bed. Caroline sighed, putting her head in her hands, "What have I done… I'm in league with criminals now…now I deserve to be put in prison."

With a deflated sigh, Caroline laid down on the bed, looking to the unbroken window in her room. "What a day this has been…"

* * *

Vulture watched as Caroline scurried down the stairs of the hotel to let Sand Man and Rhino in, looking to a certain door a few rooms down. He was garnished in his old suit, checking to make sure his wings and helmet still were working before he went to the door.

He knocked, waiting until he heard a voice from inside. "Come in."

Vulture opened the door to the dark and dimly lit room, making out silhouetted arms. "Do what do I owe the pleasure of you visiting me?"

Vulture watched as one of the arms snaked behind him, closing the door before returning to its master. "It's that woman, Doctor Octopus. You said you just broke her out to return a favor. Why is she still hanging around then?"

"Oh Adrian, how simple your mind can be sometimes." Doc Oct hummed. "Originally, yes, I did break her out in return for her 'kindness' she had given to me. However, I now see a purpose in letting her tag along."

"And what could that be? If anything she seems more likely to rat us out!"

"She won't, I trust her enough on that." Doc Oct stepped into the light, as Vulture got a look of sheer, evil glee on his face. "The Serum Adrian, it's given her more than what she thought it was capable of."

"It worked?"

"Oh yes. Not only does it seem like it is working but it's, 'improved' her condition." Doc Oct turned away. "It's only a matter of time before she realizes her new potential."

"So," Vulture started, crossing his arms. "Are you saying that the Sinister Six is now seven?"

"Not yet. It seems as though not only is she not aware of her new powers, but she is unable to use them at will. I won't require her assistance until I know the full extent of her condition."

Vulture, at first confused, now felt a devious smile spread across his lips. "Keeping the girl around to use her. Very devious of you, Doctor Octopus."

"What can I say?" The Doctor hummed with glee, turning back to his comrade. "If you're going to keep someone around, you might as well milk them for all they've got."

* * *

The prison was up in arms about the new release of these super-powered villains. There spotlights were frantically searching for any clues, whilst most of the guards were pacing through the halls.

"I just don't get it." One cop stated, as the other one walked alongside the man. "One minute everything's ok, the next the security system goes down! City hall is going to freak when they hear about this."

"Don't worry too much. Don't you know that Spider-Man always cleans up those freak's mess? They'll be back in here by tomorrow, for sure."

"I hope so." One of them stopped, peering into what was once Caroline's cell. "W-Woah! Dude, check this out!"

"What now?" The other man stopped, the two looking to each other before back at the sight.

The bed, although uncomfortable and flat, was now completely frozen over in a thick slate of ice. The two looked beneath them, as frozen prints started from the bed and curled outside of the cell a few cells before disappearing.

"Call the warden and some of the local police in the area," One of the guards said while the other one got out its radio. "We have ourselves another Super being running around loose."

* * *

"You guys coming?" Sand Man asked, getting a bit impatient after Caroline had gone up the stairs just 10 minutes ago.

"I don't think they are." Rhino speculated, taking a step back before he lost his balance entirely.

He almost fell backwards onto Sand Man, who used his strength to push him back up. "J-jeez O'hirn! Don't fall on me!"

"Sorry." Rhino grumbled again, as the Sand Man and Rhino looked to the ground, hoping to find the object Rhino had almost slipped on.

It wasn't a banana peel like the two thought, but rather a patch of ice on the ground. Two in fact.

"How do you think those got there?" Rhino asked, looking down to the spot as Sand Man just shrugged to his companion. "Maybe it was part of the building. I mean it is condemned."

"What are you two starring at?"

The men looked up as Electro, Shocker, Vulture and Doc Oct walked down the stairs.

"Check this out!" Sand Man said, pointing to the two prints of ice as the group looked at it.

"Congrats, you two found ice." Shocker said, unimpressed and annoyed.

"How did it get here though? There's no way it's cold enough outside to freeze." Electro asked confused.

"Oh, I have an idea." Doc Oct smiled, looking to Vulture who just grinned back. "But enough of this distraction for now. Let us get to work on a strategy men. The sooner we get rid of the Arachnid, the sooner we can plan for what's ahead."


	10. Realized Potential

**Omg guys I'm so sorry this chapter is long. OTL I didn't think it'd come out to be this monstrous, but it definitely covers a lot! I guess this covers about two weeks of story-telling, huh?**

**Anyways, I hope you guys enjoy this chapter! **

* * *

**Chapter 10**

Caroline awoke to her body shivering. Not to the cold air though, but to the shakes that come with being sick. Her body was drenched with sweat and her head felt light once more.

"Nngh.." Caroline groaned, holding her stomach before looking to her shaking hands. They were still pale. "N-No! They should have gone back to N-normal!"

Still shaking, Caroling pulled out the antidote from her pocket, opening it and downing the rest. If one dose didn't cure her, then maybe three would.

She gagged from the taste again, almost having to use the window to eject what little nutrients she still had in her stomach. Caroline then lay back down on the bed, shivering with a non-stop sweat.

She felt dead, starved and restless. Not a good way to start a new day as an escapee.

With heavy eyelids, Caroline felt herself drifting once more into the realm of dreams. She didn't know how long she slept, but soon she awoke to find light streaming into her room.

The sun was already up when Caroline crawled out of bed. She wanted to believe everything that had happened was just a nightmare; that Otto hadn't became a villain, she wasn't almost murdered and didn't just escape with the most dangerous men to wreak havoc on Manhattan.

But the orange suit was enough to wake her from that comfy thought. Caroline pushed some of her hair back while feeling it once more. All those years of feeling soft, smooth strains of hair left her longing for that same touch. Instead it was rough, thick and disgusting to push her fingers through.

'My body might revert to normal, but I don't think my hair ever will.' Caroline sadly thought to herself.

With some motivation to not sit around all day, Caroline got up and left her room to the emptiness that was the second floor. She wished she could say it was as quiet as a mouse, but the obvious snores coming downstairs made her wonder how no one had found them yet.

Caroline glumly looked to her prison uniform. 'I really should get out of here; this could be my only chance. Then again, where would I go? I can't really walk out of here in this.'

Looking around, Caroline started to search through some of the bedrooms in hopes that she could find some leftover clothing before the place was shut down. Her luck did turn out, but not for the better.

There was one suitcase she found firmly stuck under a bed, but the contents inside were something that looked as though they came from a party. A giant sombrero? A bright yellow poncho? Winter pants and shoes? Not only were they for men, but they were 3 sizes too big for Caroline.

She groaned to herself. 'These will have to do for now until I can acquire some money...money, wait! Penelope! If I can find a working phone, I can contact her and she can help me!'

Caroline quickly changed into the new clothes, looking at herself in a broken mirror. She looked ridiculous, but no one would make the assumption that she was a criminal. 'Almost done,' she thought, stuffing most of her hair in the hat before slapping it back on.

She stumbled down the stairs in her new attire, her focus almost entirely on keeping the shoes from slipping off her feet. Eventually, though with a few close calls of almost face planting into the stairs, Caroline made it to the entrance.

The snoring by then was loud and atrocious as Caroline held her ears and let out a shriek. Rhino was, in fact, half across the room on the ground sleeping, but that's not what startled her. It was the rest of the group all face planted onto the table, sleeping and snoring.

'If there is a giant deity in the sky watching over the world, please don't let them wake up!' Caroline screamed in her head. The 20 feet to the door suddenly looked like a minefield of creaks and squeaks.

One foot after another, Caroline started to make her way out of the place. The darkness didn't help her eyesight and soon she found herself almost tripping over something thick. She stumbled a bit, stopping all movement as she looked at what it was she tripped over. It was one of the Doc's articulators. Caroline had to grab her mouth from accidentally stifling a worried scream, as she continued her slow crawl to the door.

She didn't breathe until she made it to the doorknob of the front entrance. She couldn't help a wide grin appearing on her face. She was free!

Then she stopped, her happiness quickly dissolving into a pit in her stomach. She looked back behind her to the men, 'they risked their escape to take me along as well. However, that makes me all the more suspicious of why they want me.'

Caroline took a deep breath, closing her eyes before pushing herself out of the door and slowly closing it behind her to the bright sunshine that was the morning, 'I can't stay! I have to get my life back!' Little did she know that someone watched her leave…

* * *

Caroline, now outside, felt more paranoid being outside of the hideout full of crazy people than inside. She knew at any moment someone could catch her and haul her back to prison if they noticed her. These thoughts alone slowly froze Caroline to her spot, until she was unable to move with absolute fear.

'I have to move!' She told herself, finding a way to break free from her fear's grasp before taking a few steps away from the place. Caroline couldn't look back or else she'd be frozen in fear again, finding it in herself to just start a fast paced walk.

She didn't know how far she went, but soon she found herself amongst other people on a street not too far away from the hideout. Caroline held her hat, hoping that her hair was still inside before trying not to look to suspicious.

'I have to find a phone,' she thought to herself, looking around for any phone booths nearby. They were outdated, yes, but they were still around if you looked hard enough.

"Man, I can't believe this woman could actually do this! It's downright insane!"

"If she made Sand Man and Rhino, then what else could she have done? Oh man, I'm so glad she's in jail now!"

Caroline's heart stopped with her eavesdropping, unable to stop herself from whipping her head around as the two speakers were leaving a newsstand. She walked over only to gasp in fright.

It was her. She was on the front page upon thousands of newspapers. She didn't even register the man yelling at her when she snatched a copy, looking at the photo of her being wheeled away from the laboratory into the back of a cop truck. 'Wh-When did this happen…'

The title was all it took though to make Caroline start tearing up. CRIMES AGAINST HUMANITY; CAROLINE BELLE'S DARK EXPERIMENTS ON HUMANS.

"N-no…" Caroline felt herself whisper, her body starting to shake. She took a few steps back, her fingers gripping the paper tightly, "N-NO! It can't be!"

"Hey! Are you going to pay for that?!"

Caroline looked up quickly to see the angry seller, grabbing the paper. "No!"

The two tugged for a bit, Caroline yelling for him to stop as onlookers suddenly became a circle of witnesses. She finally won though, the paper slipping from the man's hands.

But not without a cost.

She fell to the ground, the hat coming off as the crowd gasped. Caroline glanced up to all of the frightened faces. Someone finally spoke. "It's her! Caroline Belle!"

Panic ensued.

Some people ran away in fright, while others stayed behind to throw stuff at her and dish out harmful threats. Caroline held up her arms to try and protect herself, quickly regaining her stance before taking off with the paper in hand.

"That's right! Run like the monster you are!"

"Someone call the police!"

"**Stop her**!"

Thanks to the boots being so big, Caroline tripped and stumbled before falling to the ground once more. She quickly turned over and took off the boots, her bare feet exposed before she started her run again. She grabbed the boots though before she ran. By this time tears were heavily coming down her face, knowing that any hope she had of returning to her old life was gone.

Her eyes stung with tears, her face flushed with red and all she could hear was the painful comments of onlookers and the world. She finally ran into someone though, stumbling backwards while trying to get the tears out of her eyes.

"Doctor Belle?"

She gasped at the voice, opening her eyes as Electro was in front of her. He wore a baseball cap over his head with a bulky jacket and jeans as a make-shift disguise.

"What are you doing out here?" He asked surprised.

Caroline looked back, seeing a mob of people starting to form while hearing sirens in the background. "No time for explanations! I need to get back to the hideout!"

He looked behind her, seeing the mess before grabbing her hand. "I'm with ya!"

The two started running together, Electro pulling her into an alley to escape the mob. "What the heck did you do?!"

"I-I don't know!" Caroline yelled, watching as the world around her started to fade. "I don't know…"

* * *

"Whaaat?! They dare credit **you **with **my **work?!"

"At least they didn't make you sound like some kind of pet project!"

"Can I look at it yet?"

"NO!"

Caroline sat in a corner, wallowing in her own pity as she heard the rest of the group talking about the paper she had brought back. By the time her and Electro made it safely to the hide out, the rest of the group was up and very confused on why Caroline was out. She had given them the paper she managed to snatch and the rest unfolded.

Doctor Octopus was the first to throw the paper at the wall with his arms, seething with anger. "I poured my genius and sweat into those projects! How dare they assume that you are on my level of intellect!"

Sand Man grabbed the copy, reading out a few lines, "'it was in this lab that Caroline kidnapped innocent people?' 'If it wasn't for her, we wouldn't have the Sand Man or Rhino?' For the record, no one kidnapped me! And second, it was the Big Man that did this to me, not some scrawny lady! No offense Caroline."

Vulture leaned on a wall next to Caroline, starring down at her pitiful form. "See? I told you Osborn would do you in."

Electro snatched the newspaper out of Sand Man's hands, looking at it himself. "If they say this is what happened to you Doctor Belle, then what really happened?"

Everyone looked to Caroline, who only buried her head in her body. For a few seconds she didn't reply, until she squeaked, "I… I looked for the place Otto told me about."

The attention was turned to Doctor Octopus, who looked a bit surprised with Caroline's response. "Before the accident, I warned Caroline to stay away from Oscorp for her own good. Looks like she instead decided to pursue her demise."

"I didn't know Mr. Osborn was going to frame me for what you did and then almost get killed by mobsters!" Caroline shouted, her anger rising. So much pain, so much misery boiled inside of her at that moment.

What Caroline didn't notice was the surprised stares that came from the group, but Doctor Octopus continued, "Oh you knew alright. Probably not that outcome, but you understood what you were doing would get you in trouble. Face it Caroline, you brought your own outcome and I feel no remorse for you."

Caroline by then was seething, getting to her feet, wanting to bark out at the Doctor. But she couldn't find it in her because she knew what he said was true.

She sighed, sitting back down. "You're right. I should have never gone to investigate." Caroline buried her head once more. "Now everything I've done is gone, my life is over."

Once again Caroline could feel her sobs coming back on, wondering if things could get any worse.

"Are you kidding?" Came a voice.

Caroline looked up as Sand Man stood in front of her. "Your life is over? Lady, your life has just begun!"

She couldn't believe her ears, shaking her head, "Begun? Everyone thinks I'm a monster!"

"If you haven't noticed," Sand Man continued, looking to the others, "Almost everyone also thinks we're monsters too. Caroline Belle might be over, but you can start anew. Become like one of us."

Her eyes widened. "N-No, I couldn't! I'm a law abiding citizen!"

"You _were_," Vulture piped in, standing up to face Caroline. "But now you have the choice to make something new of yourself. We all did, now it's your turn."

"Whether it's to make it big," Sand Man said, his hand quickly morphing into a hammer before back into a hand.

"Your profession," Shocker remarked, only needing to show his business eyes to get Caroline scared.

"Revenge," Vulture added, one of his wings protruding.

"Personal gain," Rhino commented, pounding a fist into another.

"To return to normal," Electro said, his mask coming off as Caroline got to see the new Maxwell.

"Or to simply rule the world," Doctor Octopus casually said last, his arms lifting him up into the air. "We've all been through hard times; some of us will never get back the lives we've once had. However, we've made do with the new 'abilities' fate has bestowed upon us. We've been freed from normal rules; we can do whatever we want."

Caroline watched as one of the articulators snaked over to her, putting its metallic claw on her shoulder. "So, Caroline. What will you do?"

Her only thought was to look away. "I….I don't know…"

The claw moved away from Caroline, as she heard the Doctor's voice. "I believe you need some time alone. Gentlemen, I think it's time we went on with our plan."

Caroline raised her head, as the group started for the door. "Plan?"

"Oh, don't worry your little head over it." Doctor Octopus said, noticing a TV at the end of the room, "Electro, if you don't mind."

"On it." As if by magic, his right glove opened up as he shot a bolt of electricity at the TV. Caroline shielded her eyes from the bolt, before watching the television switch on.

"Expect us back before dark my dear. After this event, I think a nice dinner will be in our near future."

"Finally! I could really use some food!"

"At least some of you can eat! Raw silicones aren't that tasty."

"Oh will you two shut up?"

The group then left the hotel, Doctor Octopus being the last. He turned one last time to Caroline. "Rest your head, my dear. The answer to your problem should come soon."

He then left, leaving Caroline in the vast emptiness that was the condemned hotel. Nothing but her, her thoughts and the spiders.

"Sand Man and the others are right; it's time I did something with myself, besides wallow in my misery." Caroline thought to herself, getting up to walk over to the TV. Something however caught her foot, which made her look behind her to the corner she was sitting in.

It was completely frozen over in ice.

"When did that get there?!" Caroline thought aloud, frightened by the sight of it. "I don't remember that being there when I sat down… then again; I didn't feel it either…"

She looked to her hands, which were still pale and gloomy. "My hands," She touched her hair. "My hair… nothing's changed…" She couldn't help but let out a sigh. "Perfect. The antidote doesn't work. Figures."

With angry eyes and a sad heart, Caroline made her way over to the TV. There weren't any chairs around so Caroline grabbed one from the table the others were sleeping at and brought it over, taking a seat. "Just how am I going to hide myself now? I'll probably have to pass as an albino, or leave the state all together. Maybe I could dye my hair brown and just say that I don't get out much."

She groaned, shaking her head. "Why did I have to go looking for trouble? Well, at least Otto and Maxwell were nice enough to leave the TV on for me."

For hours Caroline watched the TV and when nothing was on she'd go hunting around the hotel for anything interesting. She discovered that the owners of the place never cleaned out the kitchen, which she did in a heartbeat after the smell. She also found out that the last floor had a secret staircase that led to the roof, something she thought would be useful if she needed the air.

However Caroline's boredom went straight out the window around the afternoon when, as she was passing channels, the news caught her eye.

"Good afternoon everyone, I'm Susan Tublic with the news. As of right this moment, Spider-Man has been spotted and seen duking it out with the escapee criminals from last night, calling themselves the Sinister Six."

The screen then changed to a live newsfeed, Caroline watching in shock as Spiderman was sent flying into a big screen by Sand Man, the rest gaining. "Oh no… this was their plan! Sp-Spider-Man is going to get killed!"

Her hand instinctively went to her pocket. "I gotta call the cops! I gotta-"

But her hand gripped nothing, realizing quickly that her phone wasn't on her and hasn't been. She couldn't do a thing, but then again, would she? The very same men that, at the moment, were trying to destroy Spider-Man, were also the ones who took time out of their escape to bring her along. They gave her a place to stay and showed kindness and concern. Could she really turn her back on them and call them in?

'But…but I'm a law abiding citizen…' her mind slowly said, before it changed to anger. 'No… no they were right. I'm not anymore; at least that's what the world thinks.'

She watched Spider-Man get flung by Doctor Octopus. 'Where was he when I needed him the most? Spider-Man's on his own.'

Caroline watched the newsfeed until Spider-Man dropped down into a man-hole. Vulture and Rhino stayed behind, going off to destroy more cop cars when seconds later Electro also came out of the man-hole.

And that was it. The feed was over and it paneled back over to the news woman who went on more about the damage. Caroline maybe watched another hour of television before the doors to the place were slammed open.

"I almost had him! If only he didn't crawl through the man-hole!"

"Don't worry, Doctor Octopus won't let him get away that easily."

"I still can't believe I couldn't follow."

Rhino, Vulture and Electro all stepped in looking pretty miffed. They all looked to see Caroline starring right back at them with the TV still on.

"S-So...how did it go?" Caroline asked nervously, seeing the annoyed looks on their faces.

Vulture just starred her down. "If you watched the news, you should know by now." He took a seat as the others did the same.

Caroline, figuring that conversation was over, looked to Electro instead. "I guess the water from the sewage system messed with you?"

"Nah, that stuff doesn't get into my suit. Doc said I was a danger to the group, so he wouldn't let me follow." He crossed his arms. "By now they've probably already did the web head in. That thought alone pisses me off."

His eyes grew brighter with his emotions, only for Caroline to bring her feet up a bit. "Oh Max, what happened to you?"

He tried to turn that anger onto her when he heard his name, but when he realized her state was only of concern he settled down. "I was on the job when I became this. Doctor Connors needed some of his tech revved up, and I paid the price."

Caroline got up from her seat, walking towards him as she hesitated to put her hand on his shoulder. She did though. "I'm so sorry."

He looked at Caroline, swatting the hand away. "I don't need your pity. All I want now is that Spider-freak's head."

She took a step back, scared and confused, when Electro once again was shocked to see something. He looked to Caroline once more. "I'm sorry for you though."

She looked away, grabbing her arm. "Yeah…"

The four of them waited there as Caroline started a few conversations only for them to die. The anticipation of what was to come made them all itchy to know the results.

The golden sun soon faded to a dim moon when the doors opened once more. The four got up, watching as Doctor Octopus, Sand Man and Shocker all walked in. Their faces were that of anger.

Shocker was the one to break the ice. "The bug got away."

"Not again!" Vulture said upset, as Electro banged a hand on the table. "I knew it! If I came, then we'd have the web-head dead!"

"Gentlemen!" Doctor Octopus shouted, as the room got quiet. He lowered himself to the ground. "We practically searched the whole sewage system. The arachnid got away before we even stepped foot down there."

"So that's it?" Electro said devastated, the group looking just as upset. Doctor Octopus looked to the men. "We'll just have to try again."

"What if he gets away again? It's only a matter of time before the cops find our hiding place and take us all back to prison!" Sand Man argued.

Rhino starting taking steps towards the door. "Forget this! I'm finding him myself!"

"Now wait just a second!" Shocker barked, blocking his path.

"Don't try me cowboy!" Rhino yelled.

Caroline watched as the men slowly started to turn on each other, when out of the corner of her eye she saw Rhino raise a fist. She did the first thing that came to mind.

"STOP!"

The group looked to Caroline; she could feel all the raw anger about to be targeted on her. That's when her stomach decided to step in and growl as loud as it could. She clutched her stomach, suddenly remembering how hungry she was.

"It's been a while since we've eaten," Doctor Octopus suddenly commented. "This hunger is making us turn against one another. I say it's time we take a break and replenish our fuel tanks."

There were a few grumbles from the group, but no one denied that they were all starving. One by one, they headed for the door.

Caroline started to follow, when a mechanical arm stopped her. "Come now Caroline, you expect to dine in that attire?"

She looked to her brightly colored clothes, feeling all the more embarrassed. "It's… it's the only thing I could find."

Doctor Octopus shook his head. "This will not do. Come, we'll personally stop somewhere for you to freshen up."

* * *

When Doc Oct said they'd stop somewhere for Caroline, she didn't know it'd be a fancy dress store. Thanks to a fire hydrant nearby, the two stepped inside from the shattered window into the closed store. Alarms ringed in the distance, but the Doctor easily took them out until the night was silent once more.

"I advise you change quickly before trouble finds us." Doctor Octopus turned to Caroline. "I already sent the group ahead to get 'reservations'. To keep them waiting would be rude, wouldn't you agree?"

Caroline slowly nodded her head, looking to the vast store filled with hundreds of dresses. Already she felt extremely guilty for stealing merchandise, but with the looming Doctor behind her, she knew she didn't have a choice.

Quickly skimming the dresses, Caroline grabbed the first thing that appealed to her as well as grabbing a matching pair of heels, a hairbrush and some bobby pins. Rushing into one of the many dressing rooms, she stripped quickly, fitting the dress on while trying to style her hair at the same time.

Occasionally she would stop to hear the Doc's articulators moving, knowing that he too was looking around the store. Why he was freaked her out all the more, but she knew keeping him waiting would make things worse.

Taking a few minutes to make sure everything was fitting nicely; Caroline stepped out of the dressing room to hear her new heels clicking on the ground. Doc Oct was now waiting outside of the store, holding something in his hand.

"H-how do I look?" Caroline asked, blushing from embarrassment. She had found a nice long white dress that cut off at the top of her chest, accented with blue and frills. The bottom belled to hide her legs and feet. Short sleeves snuggly hugged her arms, also topped off with frills. Her hair, while still disgusting to Caroline, was up in its usual bun form, but she let some of her hair hang down to highlight her face. She looked more dressed up for a formal ball than a fancy dinner, but that wasn't taken into account when she was pressed for time.

Caroline thought the Doctor would ridicule her or say she looked ugly. Instead he smiled a little. "Lovely, but you're missing something."

Caroline's embarrassment went to shock, as she looked about herself. The Doctor stepped closer, frightening her a bit until he opened his hands. In the palm of his hands was a pair of earrings, shaped to look like blue flowers. He helped put them in her pierced ears. "Now you look exquisite."

Caroline lightly touched the earrings, blushing once more by his compliment. "Th-thank you…"

The moment was ruined when the two heard sirens in the distance. Doctor Octopus lifted himself back into the air, keeping one arm stationary. "Climb aboard my dear. It is time for us to take our leave."

Caroline looked to the grounded arm then back up to the Doctor for reassurance. His face of kindness was quickly changing to impatience. "Do not test me, Caroline."

Caroline didn't waste another second after that remark, grabbing the arm as she lifted herself onto the claw. Doctor Octopus didn't waste time after that and left. The cold winds blew through Caroline's hair as she watched the ground speed by her so fast. They left under the full moon.

* * *

It wasn't hard to find the restaurant the group picked, seeing the gigantic hole in the side. While it would have been quicker just to head inside the hole, Doctor Octopus lowered himself and Caroline at the entrance. He took her arm into his. "Shall we?"

Caroline blushed once more with a loving smile; one of the articulators opening the door for them as they went inside.

The place was completely empty, save for the staff, as a hostess looked frightened at her spot behind her podium. The two walked over to her, Caroline glancing at the woman. Her dirty blonde bangs swayed lightly with her shake as her blue eyes just eyed the Doctor's extra appendages. If Caroline squinted hard enough, she could have sworn she saw a small brown fleck in the hostess' right eye.

"I believe we have a reservation." Doctor Octopus casually implied to the woman, who glanced over to the only other people in the entire establishment.

"R-right this way." She stuttered, grabbing some menus before leading them over to the table.

She extended a hand to allow them through to the table, to which Doctor Octopus placed one of his articulators in while pacing by. He stopped to give her a glance and a mischievous smile. "Thank you kindly, my Dear."

The hostess brought her hand quickly back to her side when the claw left her hand. She went to grab two more chairs as the group turned to see the Doctor and Caroline approaching. Caroline could tell by their expressions that they were shocked to see her in such a state.

"You clean up nicely." Sand Man commented.

"Th-thanks." Caroline said, feeling herself blushing once more.

"You remind me of a gal I left for New York." Shocker stated, his eyes for once looking a bit warm. "But those were simpler times."

"Why did you leave then?" Caroline asked, the hostess returning with more chairs as she took one and sat down.

"Business." Shocker gestured with his hand, "It pays greater up here for hired mercenaries than down in Texas."

"Oh." Caroline said with a slight tone of fear.

"Now don't be concerned," Shocker said, picking up Caroline's tone. "I don't kill anyone unless I'm hired to. Except for the bug, that's an exception."

"I'm sure all of us here would make that exception." Doctor Octopus said, just as one of the servers came around.

He looked to Caroline and Doctor Octopus. "Um… c-can I get you something to drink?"

"How thoughtful of you to ask." Doctor Octopus replied in a mischievous tone, picking up the menu as Caroline did the same.

It didn't take long for Doctor Octopus to order his drink and food right then and there, but Caroline struggled to pick something. She finally settled on a salad with some water.

"No meat?" Electro asked as the server quickly walked away.

"I-I just didn't feel like it." Caroline weakly replied.

"Hey." Came Sand Man's voice. "You still haven't told us how you two know each other."

Electro and Caroline looked to each other, before both looked away in slight embarrassment. "Well, Ma-Electro used to be my favorite electrician back for when I worked at E.S.U."

"By favorite, you mean…?" Vulture led on with one eyebrow up, as the two quickly caught that.

Caroline gawked. "N-no! I'm like his superior by a decade! No, Electro and I were just good friends.

"I got a very poorly funded room when I first arrived there and some of the circuitry was iffy at the least. Thanks to Electro, I got the place all in order and working fine. You should have seen some of the problems though."

"Yeah," Electro hummed, his eyes looking nostalgic. "Remember the time when it was raining and you had a leak in one of the main frames? I almost got my eyebrows singed off when I took off the panel!"

"Or, or the time I touched an open circuit while you were working and my hair blew up like a disco ball!" Caroline giggled, the two laughing over the past.

"Hilarious." Doctor Octopus flatly said, noticing the waiter put down his drink as he took a sip.

"Oh, those were the days." Caroline finished, wiping a tear from her eye from laughing too hard. She noticed the waiter put down her drink as well. "If only things didn't end so bitterly."

She looked to Electro when she said that, suddenly feeling melancholy. "It doesn't have to be over Doctor Belle." Electro commented, his eyes lighting up a bit in happiness. "Once I'm cured, we can go back to those carefree days."

"I don't think so." Caroline stated, looking to the ice in her drink. "So many things have changed since then." She smiled to him. "But that doesn't mean I will see you differently. You're still my friend Electro, that won't change."

"How sappy." Vulture groaned, Caroline giving a quick glance of annoyance in his direction.

"Can I not give a few words of encouragement to an old friend?" Caroline asked, taking a sip from her drink.

"The time for friends is over Caroline," Vulture started, looking at the people who sat at the table. "'Friends' will not get you anywhere in this new world. Allies will."

"What about Otto?" Caroline asked, glancing to the Doctor. "I know for a fact you two used to be good friends."

"That's the word Caroline," Doctor Octopus said in reply to her comment, "'used'. Vulture and I still share quiet conversations, but what he has stated is true. We are allies now; companions in the continuously growing crime world. Get the point?"

Caroline glanced at the two men, shrugging her shoulders. "Not really, I'm still confused."

"You'll learn in time." Doctor Octopus took another sip of his drink when Caroline decided to let out a sigh.

"My life really is gone, isn't it."

"Now my dear, we've already had this conversation." Doctor Octopus hinted with a slight tone of annoyance.

"I know," Caroline admitted, starring at her drink. "I'm just thinking of all of the people I used to know. This piece of news is surely bound to come around."

She lowered her eyelids. "Mom…The Connors… Edward…" She shook her head. "Maybe tomorrow I could go see Edward, see how he's doing."

"Now why would you do that?" Vulture asked dumbfounded.

"I just… I just don't want him to worry."

"How sympathetic of you."

Caroline glanced over to Doctor Octopus, who made the remark. "But my dear, your kindness is in vain. If you haven't noticed, you are wanted by all of the police units and most likely a few states should the news have traveled that fast. To go out and seek people you once knew could be dangerous and land you back in that concrete cell. I advise you wise up and stay hidden inside shadows."

Caroline shot a glare in the Doctor's direction before letting the subject go. By the time the conversation was over, the 7 noticed several staff members come out with trays of food.

Two of them were just for Rhino alone, stacked with meat. Vulture, Doctor Octopus, Shocker and Caroline all got their plates and bowls shortly afterwards. One of the servers brought in a bucket of sand that they manually had to get themselves, and the last server brought in some live wires that spurted and danced with the electricity.

"D-D-do you need anything else?" One of the servers asked, having some sand in her hair from having to go to the beach.

"Yeah, one sec." Sand Man said, touching her hair as the particles went into his finger. The server moved her head away the second his finger was off of her. "Now I'm good."

"En-Enjoy your food." Was the last thing the server said before leaving their company quickly. Caroline watched as she left through a different door this time, the exit door.

After seeing one of the servers abandon ship, she looked to her salad before looking to the others. There was Sand Man, who just put his hand in the bucket until all of the sand was taken into his body. She could just tell that by doing that his body got larger.

She then looked to Electro as his glove opened up to reveal his electrical hand. He only needed to touch the electricity before the wires went dead and sat on the table.

'At least I can still eat,' Caroline thought as she picked up a fork.

* * *

For the next half hour the group ate in silence. Caroline watched as Sand Man and Electro starting playing with their silverware after ten minutes. They stopped however when there 'pretend' sword fight almost launched an electrified spoon into Sand man's head and when Doctor Octopus gave them a look.

When the meals were almost all done, Doctor Octopus looked over to Caroline, who only starred out at the hole. Her eyes were scared yet again, this time with the fact that the entire police unit in the area was locked and loaded just 40 feet away. Apparently they had slowly arrived during their meal.

"That's a lot of guns." Caroline whispered, Doctor Octopus hearing it rather easily.

He too looked outside to the police squad. 'Such a waste of time. Do they honestly think they can stop us?'

He then noticed Caroline, 'However, she is not ready yet. The earlier gesture of kindness should have softened her up, but she isn't ready for a fight. I'll have to get her out of here without raising any suspicion.'

"I see last night has taken its toll on you Caroline." Doctor Octopus started, Caroline turning in his direction. "You seem a bit off; tired, to say the least."

"A-a bit." Caroline admitted, looking away. The Doctor smiled his all knowing smile.

"Waiter." Doctor Octopus called out, as a server rushed over.

"This fine woman would like to leave your establishment. If you are to be so kind," He said with a bit of a threat on the word, 'kind', "then I would ask of you to take her out back and call her a cab. Paying her way would also be a favorable gesture, wouldn't it?"

Caroline, a bit surprised that he was asking her to leave so soon, looked to the server as well. The server only nodded. "N-not a problem S-sir."

He then motioned to Caroline. "R-right this way miss."

Caroline, not wanting to argue, got up before eyeing the doctor. "I'll see you back at the place?"

"Indeed." Doctor Octopus smiled, watching as the two left past the hole and out of sight from the cops.

"Why'd you do that?" Shocker asked, leaning back in his chair.

"Let's just say that having dead weight would not be wise for when we create our exit." Doctor Octopus casually remarked, looking back at the cops. The others looked over as well before settling back in there chairs.

"Now that the wall flower has left, let's get to work on another plan. Shall we?"

* * *

Caroline glanced back at the group as she was taken away from the table. 'I'm tired, but not that tired,' She thought to herself, 'he's up to something. Again.' The two walked in silence through one of the doors and into the deserted kitchen to the back door which lead to a small alley way.

The waiter got out his cell, calling one of the local cabs before hanging up.

"It shouldn't be long miss." He said before reaching into his pocket.

The waiter reluctantly gave Caroline a 40. "Have a nice night."

He then went back inside, Caroline noticing the hidden bitter tone in his words. Obviously the man was not thrilled to give out his hard earned cash, nor was Caroline happy to take it. Still, with nothing to her name now, she could use all the stuff that was handed to her.

A lock of her hair blew out of place from the winds, Caroline using her fingers to push it back behind her ear when she felt the earrings once more. She grabbed onto both, blushing as she remembered her and Doc Oct at the dress store. 'Otto, do you feel the same way as I?'

Minutes turned to almost half an hour, Caroline now sitting on the dirty steps waiting for her ride. She seriously considered just going back inside and just leaving with the others before she heard faint voices in the distance.

"They're making a move!"

"Don't let them escape!... Augh!"

Bullets being fired could be heard along with the sound of many people getting hurt. Caroline quickly got to her feet, about to investigate when a flash of lights stopped her.

The cab had arrived.

The window was pulled down in front of her, showing a young woman driving the cab. "You the one that called for a lift?"

Caroline brought a hand to her chest, looking to the driver before hearing the yells behind her. "…yes."

"Well hop in. Some freaks are getting nasty behind us and I'm not sticking around."

Caroline reluctantly got in the cab, closing the door as the woman looked back to her. "So where am I taking you, Miss?"

"I don't actually know the address." Caroline admitted, "But it's by the ocean."

"Great. That narrows it down." The cabbie sarcastically remarked under her breath before raising her voice. "Well don't worry; I'll get you to where you want to go safely. Buckle up."

Caroline did as she was told, watching as the cab driver pulled out of the alleyway and starting heading down the street. Along the way they passed the front of the restaurant, Caroline noticing the hole when they passed the place. Something was wrong though, the cop cars were gone. In the distance Caroline could see them though.

"Those guys." Caroline breathed, looking back in her seat before checking the radio for the time. It was 8:40.

She then looked to a small card that was taped to the wall that separated the driver and the passenger. It had the woman's picture on their along with a name tag. 'Your driver is: Kirby.'

"That's an interesting name." Caroline stated, looking to the rear-view mirror.

"It's not my actual name, lady." The woman replied, changing lanes. "But everyone calls me that, so it's stuck."

Caroline starred at the brown-eyed and brunette haired woman, as if trying to recall something. "It's strange. I really feel like I should know you."

"A lot of people say I look like someone else. The weirdest one was…"

As the driver continued her story, Caroline couldn't help but glance out the window, wondering what the Doctor and the others were up to.

Eventually the conversations died between the two and after a while the driver turned on the radio.

"…Local police have the Sinister Six surrounded at one of bridges near the bank the group held up earlier. However they aren't the ones holding back the villains, but Spider-Man himself once more."

Caroline immediately tuned into the station, looking to the clock as it read 9:10.

'Not again, they're going to get themselves captured!' Caroline thought, her mind reflecting on everything. 'I can't let them go through with this!'

"Kirby!" Caroline suddenly yelled out.

"You don't have to be so loud!" Kirby yelled back. "You figured out where we're going yet?"

"Yes," Caroline said. "Take me to where that fight is happening."

"Are you serious?!" The driver gawked. "You want me to take you **towards **the freaks? Forget it!"

"I'll pay you double." Caroline wagered.

There was silence for a few seconds. "Well, when you put it that way."

Kirby then pulled out of her lane, starting down the path to the park. "Hold on tight!"

* * *

The two managed to get to the park roughly 10 minutes after Caroline had made her decision. Kirby pulled them to a stop, Caroline looking out the window just as Spider-Man was about to impale Doc Oct with one of his articulators.

"NO!" Caroline screamed when the cops by then intervened. Spider-Man quickly took off, while Caroline still watched the scene. What she was seeing however wasn't registering. 'Otto…'

"…ady! Hey! You there?!"

Caroline was then snapped out of her thoughts, looking to the driver. Kirby just looked to her like she was crazy. "Sheesh Lady, enough with the yelling!"

Without wasting another second, Caroline pulled out the 40 as she tossed the dollars in the cab driver's direction, exiting the vehicle quickly. "Thank you for the lift!"

Kirby grabbed the cash, "Hey! If you're paying double, then you owe 5 dollars more! … Oh forget it. I don't get paid enough anyways."

As the cab driver left in the background, Caroline felt herself rush towards the scene of the fight. 'Those guys! Why did they have to do this to themselves?! And Spider-Man, why was he all black?'

She stopped on a dime however, hiding behind a tree as police surveyed the area. She couldn't run over there, they'd just hand-cuff her as well and haul her back to prison. The only thing she could do was painfully watch as one by one, the six were loaded into 3 different trucks to be sent back to prison.

'That's it. It's all over.' Caroline's mind though, feeling herself once again slip into the darkness that was her unending sorrow. 'I'll be left alone all over again.'

Caroline glanced out to the cops, watching as the trucks started up. A thought suddenly occurred, 'wait a second, I can't let them go back to jail! They've been so kind to me. Yes, they deserve to be locked up, but,' Caroline felt her grip on the tree tighten. 'They're my friends! No, my allies!'

Only one thought came now, 'I have to rescue them.'

By then the trucks were all lighted up, the cops leading first as they passed the tree Caroline was hidden behind. The trucks were coming up to her spot fast. If she didn't act now, they'd be gone forever.

Acting on emotions and fleeting confidence, Caroline did the most stupidest thing that ever came to her mind. She ran out in front of the trucks.

"St-Stop!" Caroline shouted, her arms outstretched in a horrible attempt to stop the vehicles.

But she had come out too late, the driver just then reacting as he slammed on the brakes. The truck was coming too fast to stop.

'I'm dead!' Caroline's whole mind shattered, her body freezing up entirely like a deer in headlights. She closed her eyes in those last seconds. 'Why am I such a fool?!'

And then the truck collided with her.

Caroline was sent flying a good hundred feet before slamming into the ground and rolling another 40 before her body stopped. The truck that had hit her swerved out of control before crashing into a tree near the road.

For several seconds Caroline's body laid on the ground before the unthinkable happened. Her body twitched and she brought herself back up, noticing her heels were gone and her hair loose.

Caroline's entire frame heaved as she looked to her bruised hands and body. "H-How am I alive?!"

She then heard another screech, looking behind her as the second truck was desperately trying to brake. She curled up into a ball this time, 'no! not again!'

Caroline shut her eyes, waiting for the crash. When it didn't come, she looked above her to see the truck's top careening over her; mere feet above her head.

The second truck smashed to the ground, slipping and sliding before crashing into another tree. Caroline quickly whipped her head around to see something that wasn't there before. A ramp of ice.

'Wh-what….h-how….' Caroline's brain spurted, looking to the ground as the entire path was cased over in a thick layer of ice.

Caroline got to her feet, looking out at the third truck had stopped 50 feet away. The two drivers got out, guns up and loaded. "Freeze!"

Caroline lifted her arms, frightened and confused when two columns of ice smashed into them from the ground up. They fell over unconscious.

Caroline once again looked to her trembling hands. There was no doubt about it now, that came from her. But how?!

With sudden realization of why she almost got killed in the first place, Caroline ran over to the first truck in her bare feet.

She banged on the back of the truck, pulling and tugging on the handles. "Come on, open!"

Her fear rose when she heard sirens in the distance. "Please!"

As if by a thought, a spike of ice rose from the ground before piercing the doors open. Caroline grabbed one of the open doors, pulling it away to see an unconscious Doc Oct and Electro.

She quickly climbed into the car, shaking the Doctor's shoulders. "Please wake up Otto! Otto… Otto!"

She grabbed his hand, "We have to-"

Her eyes widened when her hand started to freeze his over. He awoke to pure pain, letting out a yell before one of his articulators grabbed Caroline and smashed her on the ground outside. When Doctor Octopus quickly realized what he just did, he let go of Caroline immediately. She coughed, struggling to get back up. "O-Otto…"

For a few brief seconds Doc Oct looked to the badly bruised and suffering Caroline, noticing the back of the truck's condition.

"Carol…" He breathed, before regaining his composure. "We'll have time to discuss things later."

One of his articulators grabbed the still unconscious Electro, before stepping out of the cop truck. He looked to the ice on the ground before seeing all of the damage Caroline had caused.

"Look at all of this." Doc Oct grinned. "Can't you just see the-"

He stopped, noticing Caroline's sorrowful eyes, "O-Otto… I did all of this…"

Looking into her eyes, Doc Oct knew if he didn't act now, she'd break into a bawling ball of goop. "We don't have time for this." The Doctor said quickly, running over to the second truck as Caroline stood there. "Now assist me, or else your work will have been in vain."

Caroline wanted to stop, wanted to curl up and disappear forever. But the Doctor was right for the moment, she needed to help.

Running on ice was very hard as Caroline tripped several times trying to get to the other truck. Even Doc Oct was having trouble with his claws. However the Doctor made it to the second truck in one piece, calling back to Caroline. "Go for the third one!"

She nodded, running over as best as she could when she stopped outside of the doors. She looked to her bruised hands, wanting to try something. She placed her hands on the door, trying to recall how she felt earlier.

Opening her eyes, Caroline was astounded as the doors started to ice over. When they were frozen enough, Caroline grabbed the door handles only to have the doors come off themselves. She threw them aside, seeing Rhino and Shocker inside.

* * *

Doctor Octopus looked behind him to see Caroline slipping on the ice to get to the other truck. He looked back to his, his arms changing into buzz saws as he cut a big enough hole. By then Electro was starting to come to while sand poured out of the entrance he made, materializing into Sand Man.

He held his head. "Oh man, what happened?!"

"I feel like I got hit by a truck." Electro groaned, regaining his senses. Doctor Octopus put him down just as Vulture stepped out.

He immediately saw the mess. "I don't believe it."

"Believe it." Doctor Octopus stated, grinning madly. "I told you I saw a purpose in her tagging along."

"Wake up!" Caroline yelled, jumping into the third truck before grabbing both of Rhino and Shocker's arms. That woke them up.

Soon enough the group was back together, the other five shocked at all of the damage and ice.

"This is amazing." Electro commented.

Doctor Octopus heard the sirens getting closer, "This isn't worth getting caught again. Let us depart!"

The rest nodded, heading off into the forest that connected to the bridge and out of sight.

They fled under the chilled night sky.

* * *

**Bonus Note: **

**I want to give a big shout-out to my big fan/friend, Fangirl! Thank you so much for creating me a cover for my story, and sticking with the story through thick and thin! I hoped you liked your small cameo!**

**Also, don't mind the shameless plug-in of me. OTL This was originally just going to be a story between me and an old friend, so we added ourselves in the story back when I was writing it. The little joke about Caroline knowing the driver is just an inside-joke for me since I created her/have been using her for other stories. **

**Also, I know that when you see the guys eating in Group Therapy that Electro and Sandman both have plates with leftover food on them, but if Sandman can't eat and Electro couldn't even take a sip from a cup of coffee earlier, I doubt they can suddenly have a meal. Hence why I went with the alternatives. **

**What will happen in the next chapter? Stay tuned to find out!**


	11. Reality

**Chapter 11**

"That's it? You're leaving?"

Electro looked to Shocker, Rhino and Sand Man, who stood at the entrance of the hideout. It took the group almost an hour to get back to their place on foot, but they managed to avoid the cops and give them the slip.

By this time the moon was almost in the middle of the sky, Vulture, Doc Oct and Electro all stood on the other side of the entrance. Caroline sat in a seat away from the group, contemplating everything that had just happened.

"Mr. H has bigger things planned for the boys and I." Shocker said, holding his two ripped off sleeves. "We had our chance and you men messed it up again."

"We messed it up?" Vulture spoke out. "Thanks to your incompetence, Spider-Man used you to defeat Sand Man and Rhino!"

"At least I wasn't taken out in one fell swoop." Shocker retorted.

Electro looked from Shocker to Rhino and Sand Man. "You too?"

"Like I stated before; I'm not one for revenge." Sand Man stated. "After almost getting hauled off to prison again thanks to you guys, I decided that it's time for me to go back to my original plan." He grinned. "To strike it big."

"So you rather branch off and leave us for cash?" Vulture asked.

"Exactly! At least then I won't have dead weights to worry about."

"Dead weights?!" Electro's gloves opened up to reveal his electric hands. "Why don't you say that to my face, sand box!"

"Gladly!"

The two were about to start a fight when an old styled blue car pulled up to the place. They stopped, looking to the vehicle as the window rolled down.

"Yo Montana!" Mr. H called out, Shocker looking back to the group for a second.

"Forget you guys, I've got a job to do."

Shocker then went down the steps and to the car, as Sand Man turned to Rhino and put a hand on his shoulder. "Come on bud, we're leaving too."

Rhino then shoved Sand Man's hand off of his shoulder. "No way! I'm going after the spider-freak myself!"

He then proceeded to run off towards the city, Sand Man looking back to the rest before letting the wind blow his particles away.

The three watched as they left, Electro taking a few steps out before yelling into the darkness, "Fine! We don't need any of you to get the job done! Good Riddance!"

The car then drove off, leaving just the four of them. Electro fumed in his stance, when he heard an owl hoot in a dead tree a few feet away.

"Shut up!" He cried, zapping the tree before the entire thing burst into flames. The owl fell to the ground toasted and dead, but the group was more concerned about the fire.

"Electro you moron!" Vulture cried. "You'll give us away!"

Caroline heard the ruckus, getting up as she saw the fire outside. "I-I can stop it!"

She ran outside and to the tree, moving her hands in an upward motion. Nothing. Soon she was left wildly waving her arms, "Why won't it make ice?!"

"Out of the way." Doctor Octopus growled as he had gotten some water. By the time he dowsed the tree out, Caroline saw the ground beneath her starting to freeze over. "I can do it!"

"Augh!"

"….Oops."

She looked to her mess, seeing the tree completely frozen over and most of the Doc as well. Vulture just smacked his head with his hand while Electro just cowered a bit, "Sorry."

It took a while, but eventually Caroline had found a way to get rid of the ice, freeing Doctor Octopus. He didn't say much to her when he went back inside. Feeling like a nuisance, Caroline left upstairs to forget the day.

The three watched Caroline leave, staying silent until they heard the bedroom door close.

"I will admit Doctor Octopus," Vulture started, looking to the Doc from his broken headset in his hands. The Doctor shivered here and there thanks to being encased in the ice. "I didn't think she'd be useful enough to help us escape. However, with mess-ups like that we'll be back behind bars in a week."

"The crime isn't all her fault." Doctor Octopus said, looking to Electro.

He looked away. "I said I was sorry."

"Keep that temper in check." Doctor Octopus casually said back before looking back to Vulture. "As I stated before, she has potential. Now that she's realized that herself, we can begin the next step, which is finding out just how much she can do."

"How do you suppose we do that?" Vulture asked.

"We could always just see how much damage she does." Electro stated.

"While your opinion is appreciated, Electro, I would like to keep outside of Manhattan's Security Prison as much as possible. If we tried testing her now, she might not be able to contain her power or draw unwanted attention." Doctor Octopus retorted. "I'll need a few pieces of machinery to analyze her blood and her structure. Once we can observe where her body is at, then we can test her imput."

"But Doc, if you haven't noticed, we don't have anything here." Electro said, the three looking at their surroundings. "Where would we even put the new machinery?"

"A wise question." Doctor Octopus said, looking to the upper floors. "I'm sure one of these floors could provide the needs for a make-shift lab."

He glanced in Electro's direction. "Electricity won't be a problem either."

"I'm sure no company would object to us 'borrowing' what we need." Vulture said with a smile.

"Indeed, and in this moment of defeat, I feel a new plan coming to my mind." He then got up, stopping to shiver once again before looking to the stairs. "I believe tomorrow has potential for ruffians like us. Let us adjourn to beds, and get ready for the oncoming day."

Caroline didn't feel herself waking until the time read close to that of noon.

Slowly she got out of the rough covers, painfully inching her way up and onto her feet. She limped over to a mirror in the room to inspect herself. Her reflection showed her ratted, balled up hair; the dirtied, ripped and almost apart dress; the earrings where one was completely ripped off of the hook, while another dangled on for its life; and the big purple and black bruises left from the deadly impact.

'To think, I used to look beautiful in this,' her pitiful mind thought, as her eyes started to water. 'To think I was once a looked-upon woman; a beacon for all students.'

A knock on the door took her out of her state of mind. "Doctor Belle?"

She recognized the voice, trying to dry her eyes quickly. "Come in Electro."

The door opened to let the young man in, just as Caroline had composed herself and took a seat on her bed. "Can I help you?"

"The others are still sleeping." Electro started, noticing a chair as he took a seat. "How are you, uh, feeling?"

"Fine, fine." Caroline lied, her body almost instinctively trying to hide her bruises. It was in vain though, as Electro looked from her badly bruised body to her false smile.

She let go of the charade, giving a deep sigh. "I don't know what to do anymore Maxwell…I-I mean Electro!"

"It's ok." Came the calm man's voice. He looked away. "You're still new to all this." He quickly added, "Just don't say it often, ok?"

Caroline felt a warm smile come to her face, "Got it." She then looked back to her dress, remembering her thoughts. "You saw what I did last night. Those trucks…those people…"

"I thought it was pretty cool." Electro admitted.

"I was a monster!" She snapped, realizing her action before curling back up. "I just don't know what to do anymore with my life. I'm so confused."

Something caught her eye before she squeaked in fright, getting off of the bed to see a giant patch of ice where she sat. The floor was also starting to ice over from where she had placed her feet. "And this! I don't even know what to make of it! I'm a walking ice storm!"

"Caroline, calm down!" Electro suddenly blurted out.

She turned to him with fierce eyes, "Don't tell me to…calm…"

Her eyes drifted to the ground, seeing the ice once again beneath her. However, due to her anger it had started to rise into big spikes, making a circle that rose to her knees. She covered her mouth, "Oh my goodness…"

For the next few minutes Caroline just breathed, allowing her body to settle before opening her eyes to see that the ice had deformed away and back into the ground.

Electro pointed a finger at Caroline, "First things first; you need to get your new powers under control."

Caroline nodded, "Right…"

Her stomach then indicated what her body needed, glancing to Electro, "I don't suppose there's any good food still left in this place, huh." She sighed. "Guess I'll go and get something for the rest of the men to eat."

Caroline was really starting to dislike the yellow poncho. Not only did she look ridiculous in the snow pants and poncho again, but it didn't cover the bruises on her cheeks or hands, making those who passed her take another glance. Something an escapee never wanted.

When she had left, Caroline didn't take the shoes that had come with the pants. If she needed to run again, they wouldn't suffice, and her feet were surprisingly fine with walking barefoot everywhere. Then again she couldn't feel anything down there since the accident.

She decided to take a different street this time, hoping that no one from the last street she went through would be on the one she was currently on. While passing a television store, something caught her attention.

Herself once again.

"…According to the Daily Bugle, the Sinister Six were defeated by Spider-Man and then hauled off to jail. However, in this live newsfeed an anonymous citizen took in the middle of the night says otherwise."

The picture than changed as Caroline was now watching a shaky, low leveled recording of her curled in her ball as the truck sailed over her head, quickly changing to when she was opening one of the trucks with the ice spike.

"If you look at the video, an adult woman single handedly stopped all three trucks and broke the criminals out once again. Along with some incriminating evidence back at the prison, it is confirmed that the woman in this scene is none other than Caroline Belle."

Again, Caroline was shown her face, but this time it was of one when she was sitting in her cell. How did someone get that picture?

"Authorities warn citizens to keep an eye out for wherever these criminals should be hiding, and to keep safe. Should you see Caroline Belle or any of the other names we are showing, it is advised not to make contact and to call the cops immediately. This is Susan Tublic with the news."

The news then changed to another subject, but by then Caroline had continued her walk. 'Great, my condition has been realized. I can't really dig myself out of this grave now.'

Looking around for a shop, Caroline was relieved to see an organic fruits and veggies stop on the street she was walking. She entered the place, hearing the small ring of a bell.

Like a jumpy cat, a man's head popped up from behind the counter. Empty boxes sprung up with the man's movements before falling back down to the ground. The man cleared his throat before speaking in a thick Scottish accent. "Hello there! What can I do for you?"

"Just looking." Caroline hummed, noticing the warm atmosphere of the place.

It was a small and packed store with all kinds of vegetables and fruits. Some hanged from the ceiling on cute little trays while most of them sat in wooden crates on the table. A few tiny baskets laid near the entrance. Caroline quickly grabbed one.

"You look new to this part of Manhattan." The man hummed. "Then again, I'm also new here too."

"Really? From where?" Caroline asked.

"Scotland, my proud and rich country. I brought my wife and two small children over to start anew." The man said with a smile. "We've only been here for a month now."

"That's amazing!" Caroline remarked. "How do you like it here?" She noticed some bananas, grabbing a few and dropping them into the basket.

"Oh it's great! Rocky start at first, but after opening my new franchise, I'm sure things will go uphill!" He looked to his produce, "Back in my home country, I used to run a small business like this. Grew everything I sold by myself, but here you can't really get a decent size of land without it mostly being rock!"

"So you were a farmer?" Caroline asked, looking at some apples before putting them in the basket.

"A proud one, yes! Oh, the way the sun would rise on me hills when I was out on the farm just made every day."

"Why did you leave then?" Caroline inquired, picking up a few more items and dropping them into the basket. If Caroline hadn't remembered the last week, it almost felt like she was a normal human again out shopping. If only.

"I had heard so many good things about America. How even the poorest could come back to their country a wealthy man! I am not one for money, but the stories my grandpapa told me when I was younger spurred me to venture out into the world!"

The enthusiasm on the man's face could only make Caroline feel warm inside. It only made her gut feel nastier to know that she was going to be robbing him soon.

Her eyes then noticed a small plush of a horse sitting near the counter. "That's so cute."

The man stopped his charade, picking up the horse with sweet eyes. "Ai, this is my young daughter's. I gave it to her for her birthday last year, but she insists that I keep it with me in the shop. It's my most valuable treasure."

He set the horse down, looking to all of the produce Caroline had picked up. "Now Miss, are you ready to check out?"

Caroline felt her gut twist, trying to think of something to say before the man caught on to her devious act. "N-not yet, I'm looking for something specific."

"Oh? Maybe I can help you. I sell almost every kind of fruit and vegetable that Manhattan has gracefully bestowed upon me."

"How about Star fruit?" Her mouth suddenly spat out.

The man pondered this for a second. "You know, I don't know about that one. Let me check in the back real quick, ok?"

He then left, but Caroline was unable to move.

'I can't steal this man's produce!' Her thoughts shouted, 'He came here from Scotland and has a family! He's so nice, how could I be the one to shatter his mindset?!'

Caroline then felt something beneath her, looking down before gasping. The ice was back, and starting to freeze over the ground. 'Oh no oh no oh no! I can't get caught! Must breath…relax…'

She took a few deep breaths, calming herself as the ice slowly melted away. She moved a foot, trying to resolve her mind, 'We need to eat! If it didn't happen to this guy I'd have to rob another! I'm so sorry…'

"Here it is!" Caroline heard the man's voice approaching.

She took that time to run.

Caroline burst from the door, running as fast as she could down the street and not even daring to look back.

"H-Hey! Stop! Thief!" Came a distance voice, Caroline feeling the stinging tears coming back once more.

She didn't stop until she had slammed the doors of the hideout closed. Her breath was fanatic and short, holding the shaking basket of food. 'What did I just do?' The thought drifted into her head, as well as another, more logical one. 'Wait, why am I even doing this?'

"There you are."

Caroline turned to the noise, clutching the basket to her body when she relaxed, only seeing it was Vulture. He strode down the stairs, holding his headset in one hand and a screwdriver in the other. He gave an eye to the fruits and veggies before looking to the guilty woman.

"And I see you have acquired some food."

"Y-Yeah…" Caroline mumbled, Vulture stopping a few feet away from Caroline. She handed the basket to him as the tall watchful man put his screwdriver and headset in one hand before taking it.

"Doctor Octopus would like to see you this morning." Vulture said casually, looking over the produce.

"He does?" Caroline asked confused. It seemed as though the Doctor usually didn't want to strike a conversation with her these days.

"Go to the third floor, third door to your right from the stairs."

Caroline nodded, looking to the wide and intimidating stairs before starting her trip up. Along the way she stopped by her room to get rid of the silly sombrero.

Following Vulture's instructions, she stopped near the door she presumed was Doc Oct's, tapping on it lightly.

She waited for a sound. "Come in."

Caroline lightly stepped into the large, dark room, the only source of light coming from a nearby window. Doctor Octopus sat in a chair he had found not too long ago. "Hello Caroline."

"H-Hello Otto…" Caroline called back, jumping a bit when one of his arms snaked over beside her and closed the door. It freaked her out even more when it went behind her after that and starting pushing her closer to the Doc. "Please, have a seat."

Another one of the arms brought over a chair, setting it down in front of Caroline as she did what she was told. "What do you want?"

"Oh, always questions with you." The Doctor replied back, "It's sometimes refreshing to just sit back and listen."

"Please Otto," Caroline muttered, feeling frightened by the very atmosphere. "You brought me in here for a reason."

She heard a low growl from him. "Must you always call me that? But fine, if you want your answer so badly."

Caroline saw another arm approach her, holding a folder before it dropped it in her lap. She carefully took it into her hands, opening it to see blueprints and documents.

"Now that things are starting to settle down, the others and I have devised a plan to bring forth some supplies. It just so happens that 2 days from now, we graciously will have an opportunity to liberate TriCorp of some of their more advanced technology."

"You're planning a heist." Caroline whispered, the Doctor able to pick up her words.

"Indeed." Caroline looked up to him, his smile getting only bigger. "Now that you've found some potential in your new state, perhaps it is time to put it to use."

Caroline starred at the papers, looking back up to Doctor Octopus. "I-I don't know. The people-"

"You honestly still care for their opinions?"

Caroline faced Doc Oct. "Be realistic Caroline. You're a criminal now; one of the many people who have opposed the rules set down by those who can't govern. Gone was the Professor and model citizen Caroline Belle. It is up to you now on what you shall do with your life."

"I'm not a criminal," She suddenly spoke. "It's all a misunderstanding… they wouldn't…he wouldn't…"

Caroline stopped, noticing the claws drawing closer. "It's up to you Caroline. Rot in jail for the rest of your life with your weak mindset. Or come with us and make something of your new life."

Caroline lowered her head, reflecting on the Doctor's words. It stung so much to hear his words, how cruel he was in his mindset. 'Everyone can't think I'm a monster…right?'

She took a heavy sigh. "Alright. I'll help."

Doc Oct smiled, Caroline shuddering when she felt one of the claws on her shoulder. "See? That wasn't such a hard choice now was it?"

Caroline only just looked away, having her own thoughts.

And so the day continued on. The three eventually got to the produce and basically ate every last piece. Caroline only munched here and there, watching the others talk about what was to come.

The plan was simple; while Electro entertained the cops outside, Doc Oct and Caroline would sneak in through the back and steal most of the new tech. Vulture around this time will have gotten a truck to store the goods in and parked in the back for loading. Once all that was done, they'd then meet back at the hideout.

Caroline listened intently, making note of things that she should be aware of in the job as well as making sure not to forget anything.

Daytime soon turned to night, and while the three were discussing stuff amongst themselves, Caroline decided to head to bed. She went upstairs about 20 minutes before the others headed up to find rooms. Vulture and Electro found one quickly, leaving Doc Oct to travel by himself to a more favorable room he had come upon.

However, when passing Caroline's room, he stopped to glance at her door.

'It's too quiet in there…' Doctor Octopus growled to himself. He lightly opened the door before pulling it all the way open.

She was gone; the only indication of her escape was the open window.

Doctor Octopus looked frantically around the room, approaching the window as if to try and see where she ran off. Did she finally snap and went to turn herself and the others in? Was she trying to find her sister for help? Out of all the sickening thoughts that swirled through the Doctor's head on just where and what Caroline might be doing, only one idea of where she might have gone crossed his mind from hints earlier that day.

"_Maybe tomorrow I could go see Edward, see how he's doing."_

"_I just… I just don't want him to worry."_

"_He wouldn't…"_

"Eddie…"

Caroline felt herself unable to stop running; crossing empty streets and past company buildings. 'I need to see Edward, to let him know I'm not the monster the paper says! I need to tell someone I'm innocent!'

It didn't take long to get to the University thanks to the hideout's location and before Caroline knew it she was on Empire State University's grounds.

She lightly treaded onto the campus, glancing at the looming buildings. 'To think, I used to work here.' Caroline heard inside her mind as she felt the grass between her toes. 'To think that life was so simple back then.'

Upon crossing a certain building, Caroline couldn't help but stop and stare into one room in particular. Her old classroom.

The place looked about as empty as she had left it, with a few new items such as a dry erase board and a lab table. Her sad eyes looked to the door, remembering that fateful conversation.

"_Hey Professor Belle! Long time no see!"_

"_Well if it isn't Edward Brock, I see you still have your up-beat attitude." _

"_I see that you quit your job as a biology teacher for high school…You're still my favorite science teacher though, you're the one I owe for allowing me to see the beauty of science." _

'If only I had seen the damage it can also cause,' Her mind thought when remembering that memory.

Caroline turned to leave, when something caught her attention. She turned her head up to the building, seeing something unrealistic. Something big.

Before Caroline could even react, the being dropped down and slammed Caroline into the wall, bringing its head close to the retired professor.

"Well well well," the creature hummed, "If it isn't our old professor."

Caroline turned her head to see the creature before it slammed her body back into the wall. The glimpse she did get terrified her, seeing a long tongue fork its way close to her in the corner of her eye.

"Wh-What do you want from me?!" Caroline cried, feeling tears coming from being so scared.

"Don't you remember us?" The creature toyed, grabbing her head before forcefully making her look at the hideous monster.

Slowly the face peeled away like a nightmare, until a blonde, devious head showed. "Don't you remember your favorite student?"

"E-Edward…" Caroline connected; the young adult's face being enveloped back into the goop. "O-Oh god… oh god what happened to you?!"

"The most wonderful thing 'professor'." The abomination replied.

"Pl-Please Edward. Stop, I can help you!"

"Help us?" The monster asked, shaking Caroline a bit. "The only 'help' you gave was leaving us!"

The black nightmare then threw Caroline down, the woman hitting the ground and rolling a bit. The creature walked over, "Where is your compassion now, Belle?"

Caroline tried getting up, but the lack of energy and her bruises finally broke her down. A clawed hand grabbed her scalp before bringing her face up to the monster. Her eyes were tearstained as her hands dangled from her body. "Please Edward… Please stop!"

The monster bared its sharp teeth. "We don't want your sympathy! We want your demise!"

"Unhand her!"

The creature looked to the noise when a mechanical arm smacked into the creature, ripping it away from Caroline. She fell to the ground with weak muscles, having enough strength to look up and see her savior.

Doctor Octopus landed beside her. "Must you have gone ahead with your idiotic idea?"

Caroline dared not to even speak a word, her exterior giving away before she broke down crying. Doctor Octopus just tsked in her direction, before hearing the creature move once more. He took a step in front of Caroline, scowling.

"Dr. Octavius, we presume." The monster hissed, "We warned you what would happen if you hurt her."

"So now you care about the woman behind me?" Doctor Octopus asked. "From what I saw, you were about to crush her skull."

The black being growled at the Doctor. "Get out of our way, Otto. This isn't your fight."

"You made this personal the minute you dared to threaten Doctor Octopus."

The creature let out a piercing roar before running at the two. Doctor Octopus immediately sent his articulators to hold the being, grabbing the shoulders and lower chest. The black creature was stopped in its tracks. But not for long.

The being pushed forward with all of its strength, Doc Oct feeling the strain as his planted feet started to slide back.

The monster saw this, grabbing the arms and forcibly pulling them off of its body. Before Doc Oct could react and pull back the arms, the being started whirling the arms in the air, lifting the Doctor off of the ground and swirling around.

"I will not be defeated like this again!" Doctor Octopus yelled, focusing as one of the arms shot out and smashed into the monster's head.

The being let go, throwing the Doctor into a nearby building. Luckily the arms by then had reached behind the Doctor and grabbed the wall; stopping his pursuit into the bricks. Doctor Octopus noticed a trashcan not too far away. He picked it up with ease and threw it at the beast, who didn't even flinch when it bashed into the side of its body.

"Heh, that's the best you got?" The nightmare mocked.

"This might be."

By then the monster saw a shadow underneath him, looking up just in time for the Doctor's claws to come crashing down onto the creature. It knocked the being to the ground, allowing Doctor Octopus to run back over to Caroline.

He stopped by her side. "You need to get up."

Caroline just shook her head rapidly, mumbling. "This can't be happening… this can't be happening."

Caroline was broken out of her petty world when one of the claws grabbed her arm and hoisted her into the air, her eyes looking straight at the pissed off Doctor. "Will you wake up, Caroline?!"

She looked to the Doc before turning her head to the side. "Otto!"

By then black webs grabbed Doc Oct's clothing, pulling him away and making Caroline fall to the ground. She watched in horror as the monster that was her student hold the webs that then smashed the Doc into the wall. The creature, in the second the doctor was confused, held him to the wall, trying to smash him through.

Doctor Octopus' articulators immediately grabbed the being, trying to wrestle him off but the creature kept hold. In that moment Caroline felt something snap inside of her. She got to her feet, running towards the two. "Get away from him!"

Seething with anger, Caroline grabbing the monster by the sides, pulling back to get him off of the Doctor. Instead of pulling him away though, her hands started to freeze the creature over.

It screamed a piercing cry, letting go of the doctor for a second to swat Caroline away. That gave Doc Oct the leverage he needed to pull the once Eddie off of him and flying several feet.

The black monster hit the ground and rolled for a bit, looking back to the two as Caroline ran over to Doc Oct. "Otto! Are you okay?"

"Not now Caroline!" Doc Oct fiercely barked, his arms hoisting him into the air as he proceeded to try and smash the monster to death.

The creature rolled from side to side, avoiding the crushing claws before shooting two black webs at the Doc. He pulled him down and into its fist, sending the Doc flying once more and hitting the ground.

"Otto!" Caroline cried once more, getting to her knees next to the almost unconscious Doctor. She heard sinful laughter coming from the nightmare, which started walking over.

"You-You monster!" Caroline shouted, getting up and running towards it with a fist pulled back.

The monster easily caught her blow, intending to crush her hand as Caroline fell to her knees in pain.

"We're the monster?" The being asked, "Like you're any better!"

It brought its head close to the suffering woman, "Why are you even with this man? Don't you know that you'll be used by him, like everyone else? Then again, I can see why you'd fall for such a weak rouse, since Caroline Belle is a small, paranoid and weak woman!"

Caroline struggled against his grip, throwing another punch as it was caught easily. The being began crushing both of her hands without second thoughts. Caroline, unable to help her screams of pain, felt herself drifting back into deep thoughts. 'Eddie is right, why am I even doing this? I never wanted this life, and now I'm a criminal…I should have never let myself get in this deep….wait…'

"You're right Eddie!" Caroline suddenly yelled.

The creature was already surprised that Caroline still had some spirit left within her, as she struggled against his grip. It was at this time that Doctor Octopus was starting to come to. "I was small. I was afraid of a lot of things, and in short, I was weak."

She looked to the ground beneath her, noticing it starting to form over in ice, "But that's not who I am anymore! I'm strong! I'm courageous, and I won't let you hurt my allies!"

It was then that Caroline suddenly started to find some strength within herself; something within her growing. She felt her right leg getting up on one foot and starting to push the monster back. The being noticed this, rearing its face near hers, "You think you can beat us, Caroline?"

"I'm not Caroline!" She suddenly felt herself shouting.

The minute the words escaped her lips, her mind felt as if it had shattered. "C-caroline Belle died in that lab! From now on… I'm… I'm The Polar Bear!"

And with that Caroline saw the ice form beneath the creature, just as she allowed her hands to start freezing the being's hands over.

It hissed in pain, letting go of Caroline and taking a step back. It only got one foot away before it noticed its other foot was encased in ice.

Caroline could feel the bond of the ice and its foot, allowing it to crawl up its body and continue to encase it. The monster tried to smash its foot out with its other leg, noticing that the other one had been encased shortly after the first one.

It withered in pain from the sheer cold, yelling and hissing in agony, but Caroline wouldn't stop. All the while Doctor Octopus watched Caroline use her new powers.

The ice by then had crept up to the monster's head, struggling to get free. Caroline took a few wobbly steps over, her eyes filled with hurtful tears. "Goodbye Edward."

She then proceeded to start freezing the head, when a black web shot from the top of the scalp. It grabbed Caroline, throwing her into a wall before being dropped to the ground. She got up, her body shaking when she looked to see the being break itself out of its icy prison.

It shot a web at Caroline, who only held her hands up to guard her face. At that time Doc Oct dropped down in front of her, the web hitting one of his articulators as he used that to fling the monster into the air. He pulled it towards him, the beast flying towards the two as Doc Oct reeled back his arm. Instead of hitting it though, another articulator shot out and clocked the beast in the face, letting go of the web as it rolled and bashed onto the ground again.

Doc Oct looked to Caroline. "Shall we finish this, Polar Bear?"

Caroline got to her feet, astounded to see such a caring face on Doc Oct. It reminded her of how Otto used to look at her.

The two then looked to the creature, which got up and shook its body. It hissed at the two, "We don't have time for this. Be warned however, you will see us again. That, we promise!"

The being then shot a web at one of the buildings, slinging itself to the side before disappearing into the night sky. Caroline turned to Doctor Octopus. "Just… just what was Eddie?"

"I might have an idea." Doctor Octopus stated, looking a bit nostalgic before looking to Caroline. "The Polar Bear?"

"It was the first thing that came to mind." Caroline admitted, feeling weak and tired. She pushed several strands of hair behind her ear, not able to make eye contact, "Th-thank you Otto."

"The pleasure is all mine. I had a score to settle anyways." Doc Oct then looked to Caroline, both making eye contact. "Tell me my dear, did you really mean those words?"

Caroline glanced away and back, her arms coming close to her sides. "Y-Yeah. It's time to start over."

She instinctively took the Doctor's hand. "Consider me part of the team."

Doctor Octopus looked to her hand, taking his away, which surprised her. "You were already part of the team to begin with. But reassurance is always nice."

The two heard sirens in the distance. "It would be best if we left now."

Caroline nodded, feeling one of the claws wrap around her body before being hoisted into the air. "This will be quicker."

Doctor Octopus then lifted himself into the air before the two took off. As Doctor Octopus left the University, Caroline couldn't help but look back and relive old memories. It felt like she was leaving a part of her behind.

Goodbye Professor…

* * *

**So it's been awhile. Sorry for the late update everyone, I'm trying to squeeze the last two chapters out until Christmas Break, where I'll hopefully get back into this story and finish it up. OTL**

**So now we have Polar Bear, the newest 'villain' to grace Manhattan! Oh man, what has Caroline gotten herself into. Also, in case you guys are wondering who the heck the shopkeeper is, that is actually one of my original OC's for another story. His name is Keith, and was originally going to have a bigger role in the Spidy-universe in my combined story with my friend, but since that never happened, this character won't go anywhere. I really didn't feel like redoing the entire scene though, so I hope you guys enjoyed Keith's only cameo in this story! **

**Another note, this is the last episode Caroline finds herself stumbling into. From this chapter till the end, it's all past Season 1 and before Season 2, so don't expect any more cameos from other episodes. **

**I hope you guys liked this chapter, and now I'm going to go pull my weight in some of my other stories. *Rushes off***


End file.
